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Exposure Draft July 2008 Comments are requested by October 15, 2008 International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants

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Exposure DraftJuly 2008

Comments are requested by October 15, 2008

International Ethics Standards Board for Accountants

Code of Ethics for Professional Accountants

ii

REQUEST FOR COMMENTS

The International Ethics Standards Board for Accountants (IESBA), an independent standard-setting body within the International Federation of Accountants (IFAC), approved the release of the exposure draft, Code of Ethics for Professional Accountants for publication in July 2008. These proposed revisions to the Code may be modified in light of comments received before being issued in final form.

Please submit your comments, preferably by email, so that they will be received by October 15, 2008. All comments will be considered a matter of public record. Comments should be addressed to:

International Federation of Accountants 545 Fifth Avenue, 14th Floor

New York, New York 10017 USA

Comments should be emailed to [email protected]. They may also be faxed to +1-212-286-9570 or mailed to the above address.

Copies of this exposure draft may be downloaded free-of-charge from the IFAC website at http://www.ifac.org.

Copyright © July 2008 by the International Federation of Accountants (IFAC). All rights reserved. Permission is granted to make copies of this work provided that such copies are for use in academic classrooms or for personal use and are not sold or disseminated and provided that each copy bears the following credit line: “Copyright © July 2008 by the International Federation of Accountants (IFAC). All rights reserved. Used with permission of IFAC. Contact [email protected] for permission to reproduce, store or transmit this document.” Otherwise, written permission from IFAC is required to reproduce, store or transmit, or to make other similar uses of, this document, except as permitted by law. Contact [email protected].

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EXPOSURE DRAFT: CODE OF ETHICS FOR PROFESSIONAL ACCOUNTANTS

CONTENTS Page

Explanatory Memorandum ................................................................................................... iv Code of Ethics for Professional Accountants, Clean Version .............................................. 1 Code of Ethics for Professional Accountants, Mark-Up Version ......................................... 130

iv

EXPLANATORY MEMORANDUM

Introduction

This memorandum provides background for, and an explanation of, the proposed changes to the Code of Ethics for Professional Accountants (the Code), which were approved for exposure by the International Ethics Standards Board for Accountants (IESBA or the Board) in June 2008 and resulted from the Board's project to improve the drafting conventions of the Code, (the "drafting conventions project").

The IESBA welcomes comments on these proposed revisions to the Code. Comments should be received by October 15, 2008.

Background

In 2007, the IESBA began a project to improve the drafting conventions used in the Code with the objective of enhancing the clarity and understandability of the provisions in the Code. As part of its drafting conventions project, the IESBA considered the results of the International Auditing and Assurance Standards Board's (IAASB) clarity project. The IESBA determined that certain changes being made to the international standards on auditing (ISA) as a result of the IAASB's project would benefit the Code. Accordingly, the IESBA has incorporated certain of those changes, which are described later, into the Code and is requesting comment on those proposed changes.

In January and April of 2008, the IESBA approved revisions to existing Section 290, which now sets out independence requirements only for audit and review engagements. The Board also approved, in January 2008, the adoption of a new Section 291 addressing independence requirements for other assurance engagements. In May 2008, the Board exposed for comment two proposed changes, one that would restrict the rendering of certain types of internal audit services to public interest entity audit clients and another that would require the application of specified safeguards on a more frequent basis than previously proposed when the relative size of fees from a public interest entity audit client exceeds 15% of the total fees of the firm. The accompanying exposure draft contains proposed drafting convention changes in various provisions throughout the Code, including revised Section 290 and new Section 291, and the parts of Section 290 that contain the May 2008 proposed changes to the provisions on internal audit services and relative size of fees.

The IESBA is requesting comments only on the proposed changes to the Code that are the result of its drafting conventions project. The exposure draft is presented in mark-up form with additions noted in underline and deletions in strikethrough to assist readers in focusing on these proposed changes. In addition, the exposure draft includes a clean version of the Code that reflects all of the proposed drafting convention changes to enable respondents to read a clean copy with all changes accepted.

EXPLANATORY MEMORANDUM

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Drafting Proposals

Wording to Indicate Requirements

The IESBA considered the outcome of the IAASB's clarity project in determining proposed drafting convention changes to the Code. Under the IAASB's clarity project, each ISA states the objective to be achieved in relation to the subject matter of the ISA. In addition, each ISA specifies the requirements designed to achieve the stated objective and contains separate application material that provides further explanation and guidance to promote proper application of the standards. The requirements of each ISA are to be applied in all cases where they are relevant to the circumstances of the engagement, and are identified by the word “shall.” In exceptional circumstances where the professional accountant judges it necessary to depart from a requirement in an ISA by performing alternative audit procedures to achieve the aim of that requirement, the professional accountant is required to document how the alternative procedures performed achieved the aim of the ISA's requirement and the reasons for the departure. While the professional accountant has a responsibility to consider the entire text of an ISA in carrying out an engagement, the application material is not intended to impose a requirement on the professional accountant.

The IESBA considered the feasibility of applying the above approach to the Code. The IESBA is of the view that because the structure of the Code is very different from the structure of the ISAs, presenting the objective to be achieved, the requirements designed to achieve that objective, and the application material, as in the ISAs, would not improve the clarity of the Code. As currently drafted, Part A of the Code establishes the fundamental principles of professional ethics for professional accountants and provides a conceptual framework for complying with those principles. Parts B and C of the Code describe how the conceptual framework is to be applied in specific situations. In all cases, the objective to be achieved, as outlined in the conceptual framework, is for the professional accountant to comply with the fundamental principles. In doing so, the professional accountant will either take the actions prescribed in the Code to address the circumstance or relationship described in the Code that creates a threat to compliance with the fundamental principles or, when the Code does not address the specific circumstance or relationship, identify and evaluate threats to compliance with the fundamental principles and, if the threats are not at an acceptable level, apply safeguards to eliminate the threats or reduce them to an acceptable level.

The IESBA is of the view, however, that identifying a requirement by use of the word “shall” would clarify the requirements of the Code, and bring the language in the Code in line with that adopted by the IAASB in the ISAs. Accordingly, the IESBA has reviewed the Code to identify provisions that are intended to convey requirements and has re-written these requirements, which are often conveyed by use of the word "should" in the existing Code, using the word “shall.” The revised Code would require professional accountants to comply with all provisions denoted by the word “shall,” unless compliance is prohibited by law or regulation or an exception is permitted by the Code.

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Temporary Departure From a Requirement in the Code

The IESBA recognizes that it is impossible to anticipate all circumstances faced by professional accountants when rendering a professional service and acknowledges that there may be exceptional and unforeseen circumstances in which the application of a specific requirement in the Code may result in an outcome that a reasonable and informed third party would not regard as being in the interest of the users of the output of the accountant's professional services. Accordingly, the IESBA is proposing to include guidance in the Code (in paragraph 100.11) under which in exceptional and unforeseen circumstances that are outside the control of the professional accountant, the firm or employing organization, and the client, the professional accountant may judge it necessary to depart temporarily from a specific requirement. Such a departure would only be acceptable if all of the following conditions are met:

• The professional accountant discusses the matter with those charged with governance. The discussion shall include the nature of the exceptional and unforeseen circumstance, the fact that the circumstance is outside the control of the relevant parties, why in the professional accountant’s judgment it is necessary to depart temporarily from a specific requirement in the Code, and any safeguards that will be applied;

• The professional accountant documents the matters discussed with those charged with governance;

• The nature of the departure and the reasons for the departure are appropriately disclosed to the users of the output of the professional services; and

• The professional accountant complies with the requirements of the Code at the earliest date that compliance can be achieved.

In addition, the proposed guidance states that the professional accountant may wish to discuss the matter with the relevant regulatory authority. If the accountant has such a discussion, the substance of that discussion shall be documented.

The IESBA is of the view that a departure should only occur in exceptional (i.e., rare and unusual) and unforeseen circumstances. For example, the IESBA considered the requirement that a key audit partner on a public interest entity audit client rotate off the audit engagement team after seven years. The Code provides that a partner whose continuity is especially important to audit quality may be permitted an additional year on the audit team. The IESBA is of the view that in exceptional circumstances it might be in the interest of the users of the audit report if a key audit partner were permitted to remain on the team for a period longer than one year.

Such might be the case if an initially planned rotation did not occur because of the unexpected death of the successor partner at the beginning of year eight and, thus, under the provisions of the existing Code, the incumbent partner remained on the team for one additional year, during which the firm identified another successor. That process included the firm making the necessary arrangements for the identified successor to take over as the key audit partner, including obtaining a visa and a license to practice in the particular jurisdiction, all of which took one year to achieve. However, at the end of the additional year and before the second successor partner assumed the key audit partner position, the partner unexpectedly left the firm and there was no other partner who could assume the key audit partner position before the additional year expired.

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In the absence of a departure from the strict requirement in the Code that provides only for one additional year on the engagement team in such circumstances, the only alternative is for the firm to resign from the audit engagement. A resignation under these circumstances could result in significant difficulties for the client and other users of the firm's audit report and, among other things, might lead to the client's failure to meet regulatory reporting requirements and other users to delay their decision-making regarding whether to invest in or lend money to the client. The IESBA is of the view that in such circumstances it is in the interest of the users of the audit report if the incumbent key audit partner is permitted to remain temporarily on the audit team until the firm is able to install another individual to serve as the key audit partner. For the departure from the Code to be acceptable, however, the matter shall be discussed with those charged with governance, the nature of the discussions shall be documented, the nature of the departure and the reasons for the departure shall be appropriately disclosed to the users of the audit report, and, in this example, a successor partner shall be put in place at the earliest date possible.

A departure is only acceptable if the circumstances are exceptional and unforeseen and are outside the control of the professional accountant, firm or employing organization, and the client. A departure cannot occur if compliance is possible but would be inconvenient to the professional accountant, firm, employing organization or client.

Threats

The Code identifies five categories of threats to compliance with the fundamental principles and provides examples of situations in which those threats might be created, but does not describe in general how a threat might be created and what its ramifications are. The IESBA concluded that the clarity of the Code and the application of the conceptual framework approach to complying with the fundamental principles would be improved if the Code contained a revised description of a threat and revised descriptions of each of the five categories of threats. The IESBA, therefore, proposes to amend the Code to indicate that threats may be created by a broad range of relationships and circumstances that could compromise, or be perceived to compromise, compliance with the fundamental principles. This revision makes clear that a possible consequence of a threat is compromised compliance with the fundamental principles. The evaluation of a threat requires an assessment of whether a reasonable and informed third party would perceive the professional accountant’s compliance with the fundamental to be compromised.

The IESBA also proposes to refine the description of each category of threat by describing what each threat is in paragraph 100.13 rather than by providing an example of how the threat may occur.

In some cases the Code states that a particular relationship or circumstance may create a threat, but that statement is followed by a statement that the significance of the threat should be evaluated. The IESBA concluded that if a matter may create a threat, it would be more appropriate to state that the significance of any threat shall be evaluated, thus recognizing that a judgment would need to be made in such instances of whether a threat is created. In addition, in some cases the Code states that a relationship or circumstance may create a threat, but in the view of the IESBA, the particular relationship or circumstance does create a threat. The IESBA

EXPLANATORY MEMORANDUM

viii

has, therefore, reviewed the Code to determine whether a matter may create a threat or does create a threat and is proposing to eliminate use of the word "may" where appropriate.

Clearly Insignificant

The Code requires identification of threats to compliance with the fundamental principles, evaluation of the significance of those threats and, if such threats are not clearly insignificant, the application of safeguards to eliminate the threats or reduce them to an acceptable level. “Clearly insignificant” is defined in the Code as “a matter that is deemed to be both trivial and inconsequential.”

In response to comments received on the Board's December 2006 exposure draft of proposed changes to Section 290 and creation of a new Section 291, the IESBA considered whether the term "clearly insignificant" and its intended interaction with the term "acceptable level" as part of applying the conceptual framework approach to complying with the fundamental principles is sufficiently clear. The Board also considered whether, when operating in tandem with the documentation requirements for independence purposes in Sections 290 and 291, the instances in which the use of the "clearly insignificant" threshold results in documentation are appropriate and whether the level of threats that are documented are appropriate.

The IESBA determined that a threat that is "clearly insignificant" is at a level that is below a threat that is at an "acceptable level." Under the conceptual framework, a threat that is above a clearly insignificant level and has not been eliminated is required to be reduced to an acceptable level (but not to a clearly insignificant level) in order for the professional accountant to comply with the fundamental principles. Accordingly, the Board concluded that it is appropriate to modify the guidance in the Code that refers to "clearly insignificant" as part of applying the conceptual framework and make it consistent with the conceptual framework. The IESBA, thus, eliminated the reference to "clearly insignificant" in favor of "acceptable level" and provided guidance on what is intended by the term “acceptable level.”

Under the proposal, an acceptable level is a level at which a reasonable and informed third party would be likely to conclude, weighing all the specific facts and circumstances available to the professional accountant at that time, that compliance with the fundamental principles is not compromised. The proposal does not alter the rigor of the required analysis of threats. A professional accountant will continue to be required to identify threats to compliance with the fundamental principles and evaluate the significance of the threats identified. When the threats are not at a level at which a reasonable and informed third party would be likely to conclude, weighing all the specific facts and circumstances that were available to the professional accountant at that time, that compliance with the fundamental principles is not compromised, safeguards will be applied to eliminate the threats or reduce them to an acceptable level. Accordingly, while all threats will continue to be identified, as under the current framework, the accountant's focus under the proposal will be on the threats that are not at an acceptable level because those are the threats that require action by the professional accountant. The IESBA believes this is a more efficient and effective way of applying the threats and safeguards analysis set out in the conceptual framework and eliminates uncertainty about the interplay between the terms "clearly insignificant" and "acceptable level" in the existing Code.

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Consistent with this proposed change, the proposal also contains an amendment of the documentation requirement in Section 290 and proposes a similar documentation requirement in Section 291. Under the existing Code, when threats to independence that are not clearly insignificant are identified and the firm decides to accept or continue the assurance engagement, that decision should be documented along with a description of the threats identified and the safeguards applied to eliminate the threats or reduce them to an acceptable level.

The proposal calls for documentation of a conclusion about compliance with independence requirements and any relevant discussions that support that conclusion. This new documentation requirement would apply to all professional accountants when conducting an audit or review engagement. When documentation of those matters is prepared to meet the requirements of ISA 220, Quality Control for Audits of Historical Financial Information, it will satisfy the requirement of this Code to document conclusions about compliance with independence requirements and any relevant discussions that support that conclusion. Thus, the amended documentation requirement does not mean that professional accountants who comply with ISA 220 are required to prepare duplicate documentation, one to meet ISA 220 and one to meet the requirements of the Code. In all cases, however, when threats to independence are identified that require the application of safeguards, the nature of those threats and the safeguards applied to eliminate the threats or reduce them to an acceptable level shall be included as part of the documentation required by this Code.

Conceptual Framework Approach

In light of the proposed clarity changes discussed above, the IESBA is proposing clarifications to the description of the conceptual framework approach contained in the Code. The proposed changes note that the conceptual framework accommodates many variations in circumstances that create threats to compliance with the fundamental principles. The changes also emphasize the need for a professional accountant to apply the framework in any situation that is not explicitly addressed in Parts B and C of the Code.

Other Changes

Paragraph 100.9 of the existing Code (paragraph 100.12 in the accompanying exposure draft), states that Parts B and C of the Code include “examples that are intended to illustrate how the conceptual framework is to be applied." This construction is used elsewhere in the existing Code, for example, in paragraph 290.100, which states “The following examples describe specific circumstances and relationships that may create threats to independence.” The use of the word “examples” has led some to question whether accountants are required to follow the guidance in those examples. The proposal clarifies that accountants are required to follow the guidance in those examples by removing the word "examples."

The existing Code, issued in June 2005, frequently uses the words “consider” and “consideration.” For example:

“When initiating either a formal or informal conflict resolution process, a professional accountant should consider the following…” (¶100.17)

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“If the threat created is other than clearly insignificant, safeguards should be considered and applied as necessary to eliminate the threat or reduce it to an acceptable level.” (¶290.134)

“Before the firm accepts an engagement to provide a non-assurance service to an audit client, consideration should be given to whether provision of such a service would create a threat to independence.” (¶290.164)

The IESBA believes that in many instances the term “consider” could be seen by some as being less robust than intended. For example, it could be seen as equivalent to “think about” as opposed to “determine whether it is necessary to.”

The IESBA is proposing changes to the Code consistent with the following principles of drafting:

• “Consider" will be used where the accountant is required to think about several matters;

• “Evaluate” will be used when the accountant has to assess and weigh the significance of a matter; and

• “Determine” will be used when the accountant has to conclude and make a decision.

These conventions are consistent with the definitions of those words found in standard dictionaries.

Using these conventions, the examples above would read as follows:

“When initiating either a formal or informal conflict resolution process, a professional accountant shall consider the following…” (ED¶100.19) No change to "consider”

“The significance of any threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level.” (ED¶290.126) “Consider” changed to “evaluate”

“Before the firm accepts an engagement to provide a non-assurance service to an audit client, a determination shall be made as to whether providing such a service would create a threat to independence.” (ED¶290.158) “Consideration” changed to "determination"

The appendix to this explanatory memo contains a chart that identifies the paragraphs that have been changed to reflect this convention.

The proposal also contains some additional changes to make the language more direct, for example, by a greater use of the active voice, and changes to improve the consistency of the drafting in the Code, reduce potential ambiguity, and streamline the presentation of the text to make it easier to read.

Effective Date

The IESBA proposes that the revised Code be effective on December 15, 2010, subject to the transitional provisions discussed below, with earlier adoption encouraged. The effective date will be approximately 18 months after the planned issuance of the document (currently projected to

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be June 2009). In determining the appropriate effective date, the IESBA balanced the need to provide firms and member bodies with appropriate time to implement the new standards and the importance of effecting change as soon as possible.

The IESBA proposes that the revised Code become effective at a point in time rather than starting with fiscal years that begin after a specified date. This should make the effective date provisions of the Code simpler to apply and easier to understand. It will also ensure that all situations are dealt with evenhandedly and that compliance with the revised Code will not be delayed simply because an entity has a different fiscal year-end. Thus, if the revised Code becomes effective on December 15, 2010, the independence provisions in the existing Code would, for example, be effective through December 14, 2010 and the new independence provisions set out in the exposure draft would be effective on and after December 15, 2010.

The IESBA is of the view that transitional provisions are appropriate in the following three areas. These areas were substantively revised as part of the Board's project to revise Section 290 and create a new Section 291. Assuming a December 15, 2010 effective date, the transitional periods would be as follows:

• Partner Rotation―The revised Code will extend the existing partner rotation requirements to all key audit partners and to all firms, irrespective of size (absent a regulator's exemption). The IESBA is of the view that where the proposals would require additional individuals to rotate (i.e., those not required to rotate under the provisions of the existing Code) it is appropriate to provide an additional year before this requirement is effective for those individuals. For example, key audit partners who are neither the engagement partner nor the individual responsible for the engagement quality control review would be subject to the rotation requirements on December 15, 2011. Any individuals who had served in such a position for seven or more years on December 15, 2011 would be required to rotate off the engagement team and would not be permitted to be a member of the engagement team or a key audit partner for two years.

• Entities of Public Interest―The revised Code will extend the independence requirements that apply with respect to the audits of listed entities to all other public interest entities, as defined. The IESBA is of the view that it is appropriate to provide an additional year after the effective date before these requirements are effective. Therefore, the IESBA proposes that these requirements be effective on December 15, 2011.

• Provision of Non-Assurance Services―The revised Code will expand some of the restrictions on providing certain non-assurance services to audit and review clients. The IESBA proposes that a firm should not contract for such services after the effective date of the revised Code and any ongoing services that were contracted for before the effective date should be completed within six months after that date. Therefore, a firm should not contract for any such services after December 14, 2010 and any ongoing services that were contracted for before this date should be completed by June 15, 2011.

Guide for Commentators

The IESBA welcomes comments on the proposed revisions. Comments are most helpful when they refer to specific paragraphs, include the reason for the comments and, where appropriate,

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make specific suggestions for any proposed changes to wording to enable the IESBA to fully appreciate the respondent’s position. Where a respondent agrees with proposals in the exposure draft (especially those calling for a change in current practice), it will be helpful for the IESBA to be made aware of this view.

Request for Specific Comments

1. The IESBA is of the view that identifying a requirement by the use of the word “shall” clarifies the Code and appropriately brings the language in line with that adopted by the IAASB. Do you agree? If you do not agree please provide an explanation.

2. The IESBA is of the view that separately presenting the objective to be achieved, the requirements designed to achieve that objective, and the application guidance as in the ISAs would not further improve the clarity of the Code. Do you agree? If you do not agree, please provide an explanation and an example of the separate presentation that you recommend.

3. The IESBA is of the view that in exceptional and unforeseen circumstances that are outside the control of the professional accountant, the firm or employing organization, and the client, the application of a specific requirement in the Code may result in an outcome that a reasonable and informed third party would not regard as being in the interest of the users of the output of the accountant's professional services. Therefore, the Board is proposing that the Code include a provision that would permit a professional accountant, in such circumstances, to depart temporarily from that specific requirement. This would not be the same as provisions in the Code that address situations in which a professional accountant has inadvertently violated a provision of the Code. The departure would only be acceptable if all of the conditions set out in paragraph 100.11 are met.

(a) Do you agree that the Code should contain a provision that permits any exception to compliance with a requirement set out in the Code? If you do not agree, please provide an explanation.

(b) If you believe that the Code should contain a provision that permits an exception to compliance, are the conditions under which the exception would apply appropriate? Should there be additional or fewer conditions and, if so, what are they?

(c) If you believe that the Code should not contain a provision that permits an exception, please explain how you would deal with the types of exceptional and unforeseen situations that may be covered by paragraph 100.11.

(d) Are there any other circumstances where you believe a departure from a requirement in the Code would be acceptable? For example, should an event that is within the control of one of the relevant parties qualify for an exception? If so, please provide an explanation and specific examples of the circumstances where you believe a departure would be acceptable.

4. The IESBA is of the view that the proposed modification to focus the application of the conceptual framework throughout the Code, and the related documentation requirements in Sections 290 and 291, on threats that are not at an acceptable level will result in a more

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efficient and effective application of the framework approach. Do you agree? If you do not agree, please provide an explanation.

5. The IESBA is of the view that the selected point-in-time effective date with the proposed transitional provisions will provide the appropriate balance between firms and member bodies having sufficient time to implement the new standards and effecting change as soon as possible. Do you agree? If you do not agree, please provide an explanation of how you would revise the effective date or transitional provisions to achieve that balance.

Comments on Other Matters Related to the Proposed Drafting Convention Changes

Special Considerations on Application in Audit of Small Entities

Respondents are asked to comment on whether, in their opinion, considerations regarding the audits of small entities have been dealt with appropriately in the proposed revisions to the Code. Reasons should be provided if not in agreement, as well as suggestions for alternative or additional guidance.

Developing Nations

The IESBA welcomes comments on any foreseeable difficulties in applying the proposed provisions in a developing nation environment. Reasons should be provided, as well as suggestions for alternative or additional guidance.

Translations

The IESBA welcomes comments from respondents on potential translation issues noted in reviewing this exposure draft.

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Appendix

Section No Consider1 Evaluate2 Determine3

100 19(2), 22(3) 2, 6, 8, 9, 12, 13 2, 7(2), 19, 20, 22, 23

110 - - -

120 - - -

130 - - -

140 8 - 8

150 - - -

200 10(2) 1, 4, 12 10

210 8, 9 3, 7, 10, 12 1, 6, 8, 9

220 - 2(2) 4

230 - 2 3

240 - 2, 4, 7 3

250 2 - -

260 2 3 -

270 3(2) - -

280 - 4 1

290 26, 28(2), 334, 105, 154, 158, 163, 169, 223,

224

7, 8, 9, 10(2), 11, 27(2), 28, 32(2), 100, 105, 107, 113, 115, 124, 126, 127, 129,130, 131,

132, 136, 137, 138, 142, 143, 145(2), 148,150,153, 157, 158, 166, 171, 176, 189, 191,

192, 198(2), 199(3), 201, 203, 205, 206, 209, 211, 213, 215, 217, 218, 221, 222, 224, 228,

229*, 229(4), 230, 232, 501, 506(2), 507, 509, 510, 513

7, 10(2), 22, 24, 26, 29, 31, 33, 100, 101, 103,

109, 113, 115, 116, 117, 154, 158, 167, 169, 171, 176, 188, 192, 193, 197, 198, 206, 218, 223(2),

228(2), 509

291 33*, 107, 142, 144, 148*, 153

2, 3(3), 6, 7, 8, 9(2), 10, 12, 13(3), 15, 16(2), 17, 19, 20, 21, 25, 27, 32(2), 100, 101,107, 110, 119, 120, 121, 123, 124, 125, 126, 129, 130,

131, 132, 134(2), 137, 139, 141, 142, 147, 148, 149, 150, 151, 152, 153, 157, 159

6, 9(2), 17, 25, 28(2), 29, 31, 33, 100, 103, 105,

110, 112, 142, 148, 157(2)

1 Includes the words “consider”, “considered”, “considering” and “consideration”. 2 Includes the words “evaluate”, “evaluates”, “evaluated”, “evaluating” and “evaluation”. 3 Includes the words “determine”, “determines”, “determining”, “determinant” and “determination”. 4 Word is included in a heading.

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Section No Consider1 Evaluate2 Determine3

IT 2005-01 4 instances 9 instances 9 instances

300 16 6 10

310 - 3 1

320 6(2) 5 6(3)

330 - 3 4(2)

340 - 2(4) 2(3)

350 3, 4 2, 4(2)

4

Definitions - 2 instances -

1

CODE OF ETHICS FOR PROFESSIONAL ACCOUNTANTS

CLEAN VERSION

CONTENTS Page

PREFACE ............................................................................................................................ 2 PART A: GENERAL APPLICATION OF THE CODE ................................................ 3 100 Introduction and Fundamental Principles ................................................................. 4 110 Integrity ..................................................................................................................... 10 120 Objectivity ................................................................................................................. 11 130 Professional Competence and Due Care ................................................................... 12 140 Confidentiality .......................................................................................................... 13 150 Professional Behavior ............................................................................................... 15 PART B: PROFESSIONAL ACCOUNTANTS IN PUBLIC PRACTICE ................... 16 200 Introduction ............................................................................................................... 17 210 Professional Appointment ......................................................................................... 22 220 Conflicts of Interest ................................................................................................... 25 230 Second Opinions ....................................................................................................... 27 240 Fees and Other Types of Remuneration .................................................................... 28 250 Marketing Professional Services ............................................................................... 30 260 Gifts and Hospitality ................................................................................................. 31 270 Custody of Client Assets ........................................................................................... 32 280 Objectivity – All Services ......................................................................................... 33 290 Independence – Audit and Review Engagements ..................................................... 34 291 Independence – Other Assurance Engagements ....................................................... 82 PART C: PROFESSIONAL ACCOUNTANTS IN BUSINESS ..................................... 110 300 Introduction ............................................................................................................... 111 310 Potential Conflicts ..................................................................................................... 114 320 Preparation and Reporting of Information ................................................................ 115 330 Acting with Sufficient Expertise ............................................................................... 116 340 Financial Interests ..................................................................................................... 117 350 Inducements .............................................................................................................. 119 DEFINITIONS .................................................................................................................... 121 EFFECTIVE DATE ............................................................................................................ 129

2

PREFACE

The mission of the International Federation of Accountants (IFAC), as set out in its constitution, is to serve the public interest, continue to strengthen the accountancy profession worldwide, contribute to the development of strong international economies by establishing and promoting adherence to high-quality professional standards, furthering the international convergence of such standards, and speaking out on public interest issues where the profession’s expertise is most relevant. In pursuing this mission, the IFAC Board has established the International Ethics Standards Board for Accountants to develop and issue, under its own authority, high quality ethical standards and other pronouncements for professional accountants for use around the world.

This Code of Ethics for Professional Accountants establishes ethical requirements for professional accountants. A member body of IFAC or firm shall not apply less stringent standards than those stated in this Code. However, if a member body or firm is prohibited from complying with certain parts of this Code by law or regulation, they shall comply with all other parts of this Code.

Some jurisdictions may have requirements and guidance that differ from those contained in this Code. Professional accountants in those jurisdictions need to be aware of those differences and comply with the more stringent requirements and guidance unless prohibited by law or regulation.

3

PART A—GENERAL APPLICATION OF THE CODE

Page

Section 100 Introduction and Fundamental Principles ............................................................ 4

Section 110 Integrity ................................................................................................................ 10

Section 120 Objectivity ............................................................................................................ 11

Section 130 Professional Competence and Due Care .............................................................. 12

Section 140 Confidentiality ..................................................................................................... 13

Section 150 Professional Behavior .......................................................................................... 15

EXPOSURE DRAFT: CODE OF ETHICS FOR PROFESSIONAL ACCOUNTANTS

4

SECTION 100

Introduction and Fundamental Principles

100.1 A distinguishing mark of the accountancy profession is its acceptance of the responsibility to act in the public interest. Therefore, a professional accountant’s* responsibility is not exclusively to satisfy the needs of an individual client or employer. In acting in the public interest, a professional accountant shall observe and comply with the ethical requirements of this Code.

100.2 This Code is in three parts. Part A establishes the fundamental principles of professional ethics for professional accountants and provides a conceptual framework for applying those principles. Professional accountants shall use professional judgment in applying this conceptual framework. The framework requires the professional accountant to:

(a) Identify threats to compliance with the fundamental principles;

(b) Evaluate the significance of the threats identified; and

(c) Apply safeguards, when necessary, to eliminate the threats or reduce them to an acceptable level.* Safeguards are necessary when the professional accountant determines that the threats are not at a level at which a reasonable and informed third party would be likely to conclude, weighing all the specific facts and circumstances available to the professional accountant at that time, that compliance with the fundamental principles is not compromised.

100.3 Parts B and C describe how the conceptual framework is to be applied in specific situations. They provide examples of safeguards that may be appropriate to address threats to compliance with the fundamental principles and also describe situations where safeguards are not available to address the threats and consequently the activity or relationship creating the threats shall be avoided. Part B applies to professional accountants in public practice. Part C applies to professional accountants in business. Professional accountants in public practice may also find Part C relevant to their particular circumstances.

100.4 The use of the word “shall” in this Code imposes a requirement on the professional accountant or firm∗ to comply with the specific provision in which “shall” has been used. Compliance is required unless prohibited by law or regulation or an exception is permitted by this Code.

Fundamental Principles

100.5 A professional accountant is required to comply with the following fundamental principles:

∗ See Definitions.

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(a) Integrity

A professional accountant shall be straightforward and honest in all professional and business relationships.

(b) Objectivity

A professional accountant shall not allow bias, conflict of interest or undue influence of others to override professional or business judgments.

(c) Professional Competence and Due Care

A professional accountant shall maintain professional knowledge and skill at the level required to ensure that a client or employer receives competent professional services∗ based on current developments in practice, legislation and techniques. When such services are provided, a professional accountant shall act diligently and in accordance with applicable technical and professional standards.

(d) Confidentiality

A professional accountant shall respect the confidentiality of information acquired as a result of professional and business relationships and not disclose any such information to third parties without proper and specific authority unless there is a legal or professional right or duty to disclose. Confidential information acquired as a result of professional and business relationships shall not be used for the personal advantage of the professional accountant or third parties.

(e) Professional Behavior

A professional accountant shall comply with relevant laws and regulations and avoid any action that discredits the profession.

Each of these fundamental principles is discussed in more detail in Sections 110–150.

Conceptual Framework Approach

100.6 The circumstances in which professional accountants operate may create specific threats to compliance with the fundamental principles. It is impossible to define every situation that creates threats to compliance with the fundamental principles and specify the appropriate action. In addition, the nature of engagements and work assignments may differ and, consequently, different threats may be created, requiring the application of different safeguards. Therefore, this Code provides a conceptual framework that requires a professional accountant to identify, evaluate, and address threats to compliance with the fundamental principles. The conceptual framework approach assists professional accountants in complying with the ethical requirements of this Code and meeting their responsibility to act in the public interest. It accommodates many variations in circumstances that create threats to compliance with the

∗ See Definitions.

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fundamental principles and can deter a professional accountant from concluding that a situation is permitted if it is not specifically prohibited.

100.7 When a professional accountant identifies threats to compliance with the fundamental principles that are not at an acceptable level, the professional accountant shall determine whether appropriate safeguards are available and can be applied to eliminate the threats or reduce them to an acceptable level. In making that determination, the professional accountant shall exercise professional judgment and take into account whether a reasonable and informed third party, weighing all the specific facts and circumstances available to the professional accountant at the time, would be likely to conclude that the threats would be eliminated or reduced to an acceptable level by the application of the safeguards, such that compliance with the fundamental principles is not compromised.

100.8 A professional accountant shall evaluate any threats to compliance with the fundamental principles when the professional accountant knows, or could reasonably be expected to know, of circumstances or relationships that may compromise compliance with the fundamental principles.

100.9 A professional accountant shall take qualitative as well as quantitative factors into account when evaluating the significance of a threat. When applying the conceptual framework, a professional accountant may encounter situations in which threats cannot be eliminated or reduced to an acceptable level, either because the threat is too significant or because appropriate safeguards are not available or cannot be applied. If a professional accountant cannot apply appropriate safeguards, the professional accountant shall decline or discontinue the specific professional service involved or, when necessary, resign from the client (in the case of a professional accountant in public practice∗) or the employing organization (in the case of a professional accountant in business*).

100.10 A professional accountant may inadvertently violate a provision of this Code. Such an inadvertent violation, depending on the nature and significance of the matter, may not be deemed to compromise compliance with the fundamental principles provided, once the violation is discovered, the violation is corrected promptly and any necessary safeguards are applied.

100.11 In exceptional and unforeseen circumstances that are outside the control of the professional accountant, the firm or employing organization, and the client, the application of a specific requirement in the Code may result in an outcome that a reasonable and informed third party would not regard as being in the interest of the users of the output of the professional services. In such circumstances, the professional accountant may judge it necessary to depart temporarily from that specific requirement. Such a departure would be acceptable only if all of the following conditions are met:

∗ See Definitions.

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• The professional accountant discusses the matter with those charged with governance;∗ the discussion shall include the nature of the exceptional and unforeseen circumstance, the fact that the circumstance is outside the control of the relevant parties, why in the professional accountant’s judgment it is necessary to depart temporarily from a specific requirement in the Code, and any safeguards that will be applied;

• The professional accountant documents the matters discussed with those charged with governance;

• The nature of the departure and the reasons for the departure are appropriately disclosed to the users of the output of the professional services; and

• The professional accountant complies with the requirements of the Code at the earliest date that compliance can be achieved.

The professional accountant may wish to discuss the matter with the relevant regulatory authority. If the accountant has such a discussion, the substance of that discussion shall be documented.

100.12 Parts B and C of this Code describe how the conceptual framework is to be applied. Parts B and C do not describe all the circumstances that could be experienced by a professional accountant that create or may create threats to compliance with the fundamental principles. Therefore, in any situation not explicitly addressed by Parts B or C, the professional accountant shall apply the framework when evaluating the specific facts and circumstances.

Threats and Safeguards

100.13 Threats may be created by a broad range of relationships and circumstances. When a relationship or circumstance creates a threat, such a threat could compromise, or could be perceived to compromise, a professional accountant’s compliance with the fundamental principles. A circumstance or relationship may create more than one threat, and a threat may affect compliance with more than one fundamental principle. Many threats fall into the following categories:

(a) Self-interest threat - the threat that a financial or other interest will inappropriately influence the professional accountant’s judgment or behavior;

(b) Self-review threat - the threat that a professional accountant will not appropriately evaluate the results of a previous judgment made or service performed by the professional accountant, or by another individual within the professional accountant’s firm or employing organization, on which the accountant will rely when forming a judgment as part of providing a current service;

(c) Advocacy threat - the threat that a professional accountant will promote a client’s or employer’s position to the point that the professional accountant’s objectivity is compromised;

∗ See Definitions.

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(d) Familiarity threat - the threat that due to a long or close relationship with a client or employer, a professional accountant will be too sympathetic to their interests or too accepting of their work; and

(e) Intimidation threat - the threat that a professional accountant will be deterred from acting objectively because of actual or perceived pressures, including attempts to exercise undue influence over the professional accountant.

Parts B and C of this Code explain how these categories of threats may be created for professional accountants in public practice and professional accountants in business, respectively. Professional accountants in public practice may also find Part C relevant to their particular circumstances.

100.14 Safeguards are actions or other measures that may eliminate threats or reduce them to an acceptable level. They fall into two broad categories:

(a) Safeguards created by the profession, legislation or regulation; and

(b) Safeguards in the work environment.

100.15 Safeguards created by the profession, legislation or regulation include:

• Educational, training and experience requirements for entry into the profession.

• Continuing professional development requirements.

• Corporate governance regulations.

• Professional standards.

• Professional or regulatory monitoring and disciplinary procedures.

• External review by a legally empowered third party of the reports, returns, communications or information produced by a professional accountant.

100.16 Parts B and C of this Code discuss safeguards in the work environment for professional accountants in public practice and professional accountants in business, respectively.

100.17 Certain safeguards may increase the likelihood of identifying or deterring unethical behavior. Such safeguards, which may be created by the accounting profession, legislation, regulation, or an employing organization, include:

• Effective, well publicized complaints systems operated by the employing organization, the profession or a regulator, which enable colleagues, employers and members of the public to draw attention to unprofessional or unethical behavior.

• An explicitly stated duty to report breaches of ethical requirements.

Ethical Conflict Resolution

100.18 A professional accountant may be required to resolve a conflict in complying with the fundamental principles.

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100.19 When initiating either a formal or informal conflict resolution process, a professional accountant shall consider the following, either individually or together with others, as part of the resolution process:

(a) Relevant facts;

(b) Ethical issues involved;

(c) Fundamental principles related to the matter in question;

(d) Established internal procedures; and

(e) Alternative courses of action.

Having considered these issues, a professional accountant shall determine the appropriate course of action. The professional accountant shall weigh the consequences of each possible course of action. If the matter remains unresolved, the professional accountant shall consult with other appropriate persons within the firm or employing organization for help in obtaining resolution.

100.20 Where a matter involves a conflict with, or within, an organization, a professional accountant shall determine whether to consult with those charged with governance of the organization, such as the board of directors or the audit committee.

100.21 It may be in the best interests of the professional accountant to document the substance of the issue and details of any discussions held or decisions made concerning that issue.

100.22 If a significant conflict cannot be resolved, a professional accountant may consider obtaining professional advice from the relevant professional body or from legal advisors. The professional accountant generally can obtain guidance on ethical issues without breaching the fundamental principle of confidentiality if the matter is discussed with the relevant professional body on an anonymous basis or with a legal advisor under the protection of legal privilege. Instances in which the professional accountant may consider obtaining legal advice vary. For example, a professional accountant may have encountered a fraud, the reporting of which could breach the professional accountant’s responsibility to respect confidentiality. The professional accountant may consider obtaining legal advice in that instance to determine whether there is a requirement to report.

100.23 If, after exhausting all relevant possibilities, the ethical conflict remains unresolved, a professional accountant shall, where possible, refuse to remain associated with the matter creating the conflict. The professional accountant shall determine whether, in the circumstances, it is appropriate to withdraw from the engagement team∗ or specific assignment, or to resign altogether from the engagement, the firm or the employing organization.

∗ See Definitions.

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SECTION 110

Integrity

110.1 The principle of integrity imposes an obligation on all professional accountants to be straightforward and honest in professional and business relationships. Integrity also implies fair dealing and truthfulness.

110.2 A professional accountant shall not knowingly be associated with reports, returns, communications or other information where the professional accountant believes that the information:

(a) Contains a materially false or misleading statement;

(b) Contains statements or information furnished recklessly; or

(c) Omits or obscures information required to be included where such omission or obscurity would be misleading.

When a professional accountant becomes aware that the accountant has been associated with such information, the accountant shall take steps to be disassociated from that information.

110.3 A professional accountant will not be deemed to be in breach of paragraph 110.2 if the professional accountant provides a modified report in respect of a matter contained in paragraph 110.2.

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SECTION 120

Objectivity

120.1 The principle of objectivity imposes an obligation on all professional accountants not to compromise their professional or business judgment because of bias, conflict of interest or the undue influence of others.

120.2 A professional accountant may be exposed to situations that may impair objectivity. It is impracticable to define and prescribe all such situations. A professional accountant shall not perform a professional service if a circumstance or relationship biases or unduly influences the accountant’s professional judgment with respect to that service.

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SECTION 130

Professional Competence and Due Care

130.1 The principle of professional competence and due care imposes the following obligations on all professional accountants:

(a) To maintain professional knowledge and skill at the level required to ensure that clients or employers receive competent professional service; and

(b) To act diligently in accordance with applicable technical and professional standards when providing professional services.

130.2 Competent professional service requires the exercise of sound judgment in applying professional knowledge and skill in the performance of such service. Professional competence may be divided into two separate phases:

(a) Attainment of professional competence; and

(b) Maintenance of professional competence.

130.3 The maintenance of professional competence requires a continuing awareness and an understanding of relevant technical, professional and business developments. Continuing professional development enables a professional accountant to develop and maintain the capabilities to perform competently within the professional environment.

130.4 Diligence encompasses the responsibility to act in accordance with the requirements of an assignment, carefully, thoroughly and on a timely basis.

130.5 A professional accountant shall take steps to ensure that those working under the professional accountant’s authority in a professional capacity have appropriate training and supervision.

130.6 Where appropriate a professional accountant shall make clients, employers or other users of the professional services aware of limitations inherent in the services

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SECTION 140

Confidentiality 140.1 The principle of confidentiality imposes an obligation on all professional accountants to

refrain from:

(a) Disclosing outside the firm or employing organization confidential information acquired as a result of professional and business relationships without proper and specific authority or unless there is a legal or professional right or duty to disclose; and

(b) Using confidential information acquired as a result of professional and business relationships to their personal advantage or the advantage of third parties.

140.2 A professional accountant shall maintain confidentiality, including in a social environment. The professional accountant shall be alert to the possibility of inadvertent disclosure, particularly to a close business associate or a close or immediate family∗ member.

140.3 A professional accountant shall maintain confidentiality of information disclosed by a prospective client or employer.

140.4 A professional accountant shall be aware of the need to maintain confidentiality of information within the firm or employing organization.

140.5 A professional accountant shall take all reasonable steps to ensure that staff under the professional accountant’s control and persons from whom advice and assistance is obtained respect the professional accountant’s duty of confidentiality.

140.6 The need to comply with the principle of confidentiality continues even after the end of relationships between a professional accountant and a client or employer. When a professional accountant changes employment or acquires a new client, the professional accountant is entitled to use prior experience. The professional accountant shall not, however, use or disclose any confidential information either acquired or received as a result of a professional or business relationship.

140.7 The following are circumstances where professional accountants are or may be required to disclose confidential information or when such disclosure may be appropriate:

(a) Disclosure is permitted by law and is authorized by the client or the employer;

(b) Disclosure is required by law, for example:

(i) Production of documents or other provision of evidence in the course of legal proceedings; or

(ii) Disclosure to the appropriate public authorities of infringements of the law that come to light; and

(c) There is a professional duty or right to disclose, when not prohibited by law:

∗ See Definitions.

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(i) To comply with the quality review of a member body or professional body;

(ii) To respond to an inquiry or investigation by a member body or regulatory body;

(iii) To protect the professional interests of a professional accountant in legal proceedings; or

(iv) To comply with technical standards and ethics requirements.

140.8 In deciding whether to disclose confidential information, a professional accountant shall consider the following points:

(a) Whether the interests of all parties, including third parties whose interests may be affected, could be harmed if the client or employer consents to the disclosure of information by the professional accountant;

(b) Whether all the relevant information is known and substantiated, to the extent it is practicable; when the situation involves unsubstantiated facts, incomplete information or unsubstantiated conclusions, professional judgment shall be used in determining the type of disclosure to be made, if any; and

(c) The type of communication that is expected and to whom it is addressed; in particular, professional accountants shall be satisfied that the parties to whom the communication is addressed are appropriate recipients.

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SECTION 150

Professional Behavior

150.1 The principle of professional behavior imposes an obligation on all professional accountants to comply with relevant laws and regulations and avoid any action that the professional accountant knows or should know may discredit the profession. This includes actions that a reasonable and informed third party, weighing all the specific facts and circumstances available to the professional accountant at that time, would be likely to conclude affects the good reputation of the profession in a negative manner.

150.2 In marketing and promoting themselves and their work, professional accountants shall not bring the profession into disrepute. Professional accountants shall be honest and truthful and not:

(a) Make exaggerated claims for the services they are able to offer, the qualifications they possess, or experience they have gained; or

(b) Make disparaging references or unsubstantiated comparisons to the work of others.

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PART B—PROFESSIONAL ACCOUNTANTS IN PUBLIC PRACTICE

Page

Section 200 Introduction .......................................................................................................... 17

Section 210 Professional Appointment .................................................................................... 22

Section 220 Conflicts of Interest .............................................................................................. 25

Section 230 Second Opinions .................................................................................................. 27

Section 240 Fees and Other Types of Remuneration ............................................................... 28

Section 250 Marketing Professional Services .......................................................................... 30

Section 260 Gifts and Hospitality ............................................................................................ 31

Section 270 Custody of Client Assets ...................................................................................... 32

Section 280 Objectivity—All Services .................................................................................... 33

Section 290 Independence – Audit and Review Engagements ................................................ 34

Section 291 Independence – Other Assurance Engagements .................................................. 82

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SECTION 200

Introduction

200.1 This Part of the Code describes how the conceptual framework contained in Part A is to be applied by professional accountants in public practice. This Part does not describe all of the circumstances and relationships that could be encountered by a professional accountant in public practice that create or may create threats to compliance with the fundamental principles. Therefore, when the professional accountant in public practice encounters a circumstance or relationship that is not explicitly addressed in this Part, the professional accountant in public practice shall apply the conceptual framework approach described in Section 100 when evaluating the specific facts. The professional accountant in public practice is encouraged to be alert for such circumstances and relationships.

200.2 A professional accountant in public practice shall not knowingly engage in any business, occupation, or activity that impairs or might impair integrity, objectivity or the good reputation of the profession and as a result would be incompatible with the fundamental principles.

Threats and Safeguards

200.3 Compliance with the fundamental principles may potentially be threatened by a broad range of circumstances and relationships. The nature and significance of the threats may differ depending on whether they arise in relation to the provision of services to an audit client* and whether the client is a public interest entity,∗ an assurance client* that is not an audit client or a non-assurance client.

Threats may fall into the following categories:

(a) Self-interest;

(b) Self-review;

(c) Advocacy;

(d) Familiarity; and

(e) Intimidation.

These threats are discussed further in Part A of this Code.

200.4 Examples of circumstances that create self-interest threats for a professional accountant in public practice include:

• A member of the assurance team* having a direct financial interest* in the assurance client.

• A firm having undue dependence on total fees from a client.

∗ See Definitions.

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• A member of the assurance team having a significant close business relationship with an assurance client.

• A firm being concerned about the possibility of losing a significant client.

• A member of the audit team∗ entering into employment negotiations with the audit client.

• A firm entering into a contingent fee* arrangement relating to an assurance engagement.*

• A professional accountant discovering a significant error when evaluating the results of a previous professional service performed by a member of the professional accountant’s firm.

200.5 Examples of circumstances that create self-review threats include:

• A firm issuing an assurance report on the effectiveness of the operation of financial systems after designing or implementing the systems.

• A firm having prepared the original data used to generate records that are the subject matter of the assurance engagement.

• A member of the assurance team being, or having recently been, a director or officer* of the client.

• A member of the assurance team being, or having recently been, employed by the client in a position to exert significant influence over the subject matter of the engagement.

• The firm performing a service for an assurance client that directly affects the subject matter information of the assurance engagement.

200.6 Examples of circumstances that create advocacy threats include:

• The firm promoting shares in an audit client.

• A professional accountant acting as an advocate on behalf of an assurance client in litigation or disputes with third parties.

200.7 Examples of circumstances that create familiarity threats include:

• A member of the engagement team having a close or immediate family relationship with a director or officer of the client.

• A member of the engagement team having a close or immediate family relationship with an employee of the client who is in a position to exert significant influence over the subject matter of the engagement.

• A director or officer of the client or an employee in a position to exert significant influence over the subject matter of the engagement having recently been a partner of the firm.

∗ See Definitions.

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• A professional accountant accepting gifts or preferential treatment from a client, unless the value is trivial or inconsequential.

• Senior personnel having a long association with the assurance client.

200.8 Examples of circumstances that create intimidation threats include:

• A firm being threatened with dismissal from a client engagement.

• An audit client indicating that it will not award a planned non-assurance contract to the firm if the firm continues to disagree with the client’s accounting treatment for a particular transaction.

• A firm being threatened with litigation by the client.

• A firm being pressured to reduce inappropriately the extent of work performed in order to reduce fees.

• A professional accountant feeling pressured to agree with the judgment of a client employee because the employee has more expertise on the matter in question.

• A professional accountant being informed by a partner of the firm that a planned promotion will not occur unless the accountant agrees with an audit client’s inappropriate accounting treatment.

200.9 Safeguards that may eliminate or reduce threats to an acceptable level fall into two broad categories:

(a) Safeguards created by the profession, legislation or regulation; and

(b) Safeguards in the work environment.

Examples of safeguards created by the profession, legislation or regulation are described in paragraph 100.15 of Part A of this Code.

200.10 A professional accountant in public practice shall exercise judgment to determine how best to deal with an identified threat that is not at an acceptable level, whether by applying safeguards to eliminate the threat or reduce it to an acceptable level or by terminating or declining the relevant engagement. In exercising this judgment, a professional accountant in public practice shall consider whether a reasonable and informed third party, weighing all the specific facts and circumstances available to the professional accountant at that time, would be likely to conclude that the threats would be eliminated or reduced to an acceptable level by the application of safeguards, such that compliance with the fundamental principles is not compromised. This consideration will be affected by matters such as the significance of the threat, the nature of the engagement and the structure of the firm.

200.11 In the work environment, the relevant safeguards will vary depending on the circumstances. Work environment safeguards comprise firm-wide safeguards and engagement specific safeguards.

200.12 Examples of firm-wide safeguards in the work environment include:

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• Leadership of the firm that stresses the importance of compliance with the fundamental principles.

• Leadership of the firm that establishes the expectation that members of an assurance team will act in the public interest.

• Policies and procedures to implement and monitor quality control of engagements.

• Documented policies regarding the need to identify threats to compliance with the fundamental principles, evaluate the significance of those threats, and apply safeguards to eliminate or reduce the threats to an acceptable level or, when appropriate safeguards are not available or cannot be applied, terminate or decline the relevant engagement.

• Documented internal policies and procedures requiring compliance with the fundamental principles.

• Policies and procedures that will enable the identification of interests or relationships between the firm or members of engagement teams and clients.

• Policies and procedures to monitor and, if necessary, manage the reliance on revenue received from a single client.

• Using different partners and engagement teams with separate reporting lines for the provision of non-assurance services to an assurance client.

• Policies and procedures to prohibit individuals who are not members of an engagement team from inappropriately influencing the outcome of the engagement.

• Timely communication of a firm’s policies and procedures, including any changes to them, to all partners and professional staff, and appropriate training and education on such policies and procedures.

• Designating a member of senior management to be responsible for overseeing the adequate functioning of the firm’s quality control system.

• Advising partners and professional staff of assurance clients and related entities from which independence∗ is required.

• A disciplinary mechanism to promote compliance with policies and procedures.

• Published policies and procedures to encourage and empower staff to communicate to senior levels within the firm any issue relating to compliance with the fundamental principles that concerns them.

200.13 Examples of engagement-specific safeguards in the work environment include:

∗ See Definitions.

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• Having a professional accountant who was not involved with the previous non-assurance service review the non-assurance work performed or otherwise advise as necessary.

• Having a professional accountant who was not a member of the assurance team review the assurance work performed or otherwise advise as necessary.

• Consulting an independent third party, such as a committee of independent directors, a professional regulatory body or another professional accountant.

• Discussing ethical issues with those charged with governance of the client.

• Disclosing to those charged with governance of the client the nature of services provided and extent of fees charged.

• Involving another firm to perform or re-perform part of the engagement.

• Rotating senior assurance team personnel.

200.14 Depending on the nature of the engagement, a professional accountant in public practice may also be able to rely on safeguards that the client has implemented. However it is not possible to rely solely on such safeguards to reduce threats to an acceptable level.

200.15 Examples of safeguards within the client’s systems and procedures include:

• The client requires persons other than management to ratify or approve the appointment of a firm to perform an engagement.

• The client has competent employees with experience and seniority to make managerial decisions.

• The client has implemented internal procedures that ensure objective choices in commissioning non-assurance engagements.

• The client has a corporate governance structure that provides appropriate oversight and communications regarding the firm’s services.

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SECTION 210

Professional Appointment

Client Acceptance

210.1 Before accepting a new client relationship, a professional accountant in public practice shall determine whether acceptance would create any threats to compliance with the fundamental principles. Potential threats to integrity or professional behavior may be created from, for example, questionable issues associated with the client (its owners, management or activities).

210.2 Client issues that, if known, could threaten compliance with the fundamental principles include, for example, client involvement in illegal activities (such as money laundering), dishonesty or questionable financial reporting practices.

210.3 A professional accountant in public practice shall evaluate the significance of any threats and apply safeguards when necessary to eliminate them or reduce them to an acceptable level.

Examples of such safeguards include:

• Obtaining knowledge and understanding of the client, its owners, managers and those responsible for its governance and business activities; or

• Securing the client’s commitment to improve corporate governance practices or internal controls.

210.4 Where it is not possible to reduce the threats to an acceptable level, the professional accountant in public practice shall decline to enter into the client relationship.

210.5 The professional accountant in public practice shall periodically review acceptance decisions for recurring client engagements.

Engagement Acceptance

210.6 A professional accountant in public practice shall agree to provide only those services that the professional accountant in public practice is competent to perform. Before accepting a specific client engagement, a professional accountant in public practice shall determine whether acceptance would create any threats to compliance with the fundamental principles. For example, a self-interest threat to professional competence and due care is created if the engagement team does not possess, or cannot acquire, the competencies necessary to properly carry out the engagement.

210.7 A professional accountant in public practice shall evaluate the significance of identified threats and apply safeguards, when necessary, to eliminate them or reduce them to an acceptable level. Examples of such safeguards include:

• Acquiring an appropriate understanding of the nature of the client’s business, the complexity of its operations, the specific requirements of the engagement and the purpose, nature and scope of the work to be performed.

• Acquiring knowledge of relevant industries or subject matters.

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• Possessing or obtaining experience with relevant regulatory or reporting requirements.

• Assigning sufficient staff with the necessary competencies.

• Using experts where necessary.

• Agreeing on a realistic time frame for the performance of the engagement.

• Complying with quality control policies and procedures designed to provide reasonable assurance that specific engagements are accepted only when they can be performed competently.

210.8 When a professional accountant in public practice intends to rely on the advice or work of an expert, the professional accountant in public practice shall determine whether such reliance is warranted. The professional accountant in public practice shall consider factors such as reputation, expertise, resources available and applicable professional and ethical standards. Such information may be gained from prior association with the expert or from consulting others.

Changes in a Professional Appointment

210.9 A professional accountant in public practice who is asked to replace another professional accountant in public practice, or who is considering tendering for an engagement currently held by another professional accountant in public practice, shall determine whether there are any reasons, professional or otherwise, for not accepting the engagement, such as circumstances that create threats to compliance with the fundamental principles that cannot be eliminated or reduced to an acceptable level by the application of safeguards. For example, there may be a threat to professional competence and due care if a professional accountant in public practice accepts the engagement before knowing all the pertinent facts.

210.10 A professional accountant in public practice shall evaluate the significance of any threats. Depending on the nature of the engagement, this may require direct communication with the existing accountant∗ to establish the facts and circumstances regarding the proposed change so that the professional accountant in public practice can decide whether it would be appropriate to accept the engagement. For example, the apparent reasons for the change in appointment may not fully reflect the facts and may indicate disagreements with the existing accountant that may influence the decision to accept the appointment.

210.11 Safeguards shall be applied, when necessary, to eliminate any threats or reduce them to an acceptable level. Examples of such safeguards include:

• When replying to requests to submit tenders, stating in the tender that, before accepting the engagement, contact with the existing accountant will be requested so that inquiries may be made as to whether there are any professional or other reasons why the appointment should not be accepted;

∗ See Definitions.

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• Asking the existing accountant to provide known information on any facts or circumstances that, in the existing accountant’s opinion, the proposed accountant needs to be aware of before deciding whether to accept the engagement; and

• Obtaining necessary information from other sources.

When the threats cannot be eliminated or reduced to an acceptable level through the application of safeguards, a professional accountant in public practice shall, unless there is satisfaction as to necessary facts by other means, decline the engagement.

210.12 A professional accountant in public practice may be asked to undertake work that is complementary or additional to the work of the existing accountant. Such circumstances may create threats to professional competence and due care resulting from, for example, a lack of or incomplete information. The significance of any threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. An example of such a safeguard is notifying the existing accountant of the proposed work, which would give the existing accountant the opportunity to provide any relevant information needed for the proper conduct of the work.

210.13 An existing accountant is bound by confidentiality. Whether the professional accountant is permitted to or is required to discuss the affairs of a client with a proposed accountant will depend on the nature of the engagement and on:

(a) Whether the client’s permission to do so has been obtained; or

(b) The legal or ethical requirements relating to such communications and disclosure, which may vary by jurisdiction.

210.14 In the absence of specific instructions from the client, an existing accountant shall not volunteer information about the client’s affairs. Circumstances where it may be appropriate to disclose confidential information are set out in Section 140 of Part A of this Code.

210.15 A professional accountant in public practice will generally need to obtain the client’s permission, preferably in writing, to initiate discussion with an existing accountant. Once that permission is obtained, the existing accountant shall comply with relevant legal and other regulations governing such requests. Where the existing accountant provides information, it shall be provided honestly and unambiguously. If the proposed accountant is unable to communicate with the existing accountant, the proposed accountant shall try to obtain information about any possible threats by other means, such as through inquiries of third parties or background investigations of senior management or those charged with governance of the client.

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SECTION 220

Conflicts of Interest

220.1 A professional accountant in public practice shall take reasonable steps to identify circumstances that could pose a conflict of interest. Such circumstances may create threats to compliance with the fundamental principles. For example, a threat to objectivity may be created when a professional accountant in public practice competes directly with a client or has a joint venture or similar arrangement with a major competitor of a client. A threat to objectivity or confidentiality may also be created when a professional accountant in public practice performs services for clients whose interests are in conflict or the clients are in dispute with each other in relation to the matter or transaction in question.

220.2 A professional accountant in public practice shall evaluate the significance of any threats and apply safeguards when necessary to eliminate the threats or reduce them to an acceptable level. Before accepting or continuing a client relationship or specific engagement, the professional accountant in public practice shall evaluate the significance of any threat created by business interests or relationships with the client or a third party.

220.3 Depending upon the circumstances giving rise to the conflict, application of one of the following safeguards is generally necessary:

(a) Notifying the client of the firm’s business interest or activities that may represent a conflict of interest, and obtaining their consent to act in such circumstances; or

(b) Notifying all known relevant parties that the professional accountant in public practice is acting for two or more parties in respect of a matter where their respective interests are in conflict, and obtaining their consent to so act; or

(c) Notifying the client that the professional accountant in public practice does not act exclusively for any one client in the provision of proposed services (for example, in a particular market sector or with respect to a specific service) and obtaining their consent to so act.

220.4 The professional accountant shall also determine whether to apply one or more of the following additional safeguards:

(a) The use of separate engagement teams;

(b) Procedures to prevent access to information (e.g., strict physical separation of such teams, confidential and secure data filing);

(c) Clear guidelines for members of the engagement team on issues of security and confidentiality;

(d) The use of confidentiality agreements signed by employees and partners of the firm; and

(e) Regular review of the application of safeguards by a senior individual not involved with relevant client engagements.

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220.5 Where a conflict of interest creates a threat to one or more of the fundamental principles, including objectivity, confidentiality, or professional behavior, that cannot be eliminated or reduced to an acceptable level through the application of safeguards, the professional accountant in public practice shall conclude that it is not appropriate to accept a specific engagement or that resignation from one or more conflicting engagements is required.

220.6 Where a professional accountant in public practice has requested consent from a client to act for another party (which may or may not be an existing client) in respect of a matter where the respective interests are in conflict and that consent has been refused by the client, the professional accountant in public practice shall not continue to act for one of the parties in the matter giving rise to the conflict of interest.

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SECTION 230

Second Opinions

230.1 Situations where a professional accountant in public practice is asked to provide a second opinion on the application of accounting, auditing, reporting or other standards or principles to specific circumstances or transactions by or on behalf of a company or an entity that is not an existing client may create threats to compliance with the fundamental principles. For example, there may be a threat to professional competence and due care in circumstances where the second opinion is not based on the same set of facts that were made available to the existing accountant, or is based on inadequate evidence. The existence and significance of any threat will depend on the circumstances of the request and all the other available facts and assumptions relevant to the expression of a professional judgment.

230.2 When asked to provide such an opinion, a professional accountant in public practice shall evaluate the significance of any threats and apply safeguards when necessary to eliminate them or reduce them to an acceptable level. Examples of such safeguards include seeking client permission to contact the existing accountant, describing the limitations surrounding any opinion in communications with the client and providing the existing accountant with a copy of the opinion.

230.3 If the company or entity seeking the opinion will not permit communication with the existing accountant, a professional accountant in public practice shall determine whether, taking all the circumstances into account, it is appropriate to provide the opinion sought.

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SECTION 240

Fees and Other Types of Remuneration

240.1 When entering into negotiations regarding professional services, a professional accountant in public practice may quote whatever fee is deemed appropriate. The fact that one professional accountant in public practice may quote a fee lower than another is not in itself unethical. Nevertheless, there may be threats to compliance with the fundamental principles arising from the level of fees quoted. For example, a self-interest threat to professional competence and due care is created if the fee quoted is so low that it may be difficult to perform the engagement in accordance with applicable technical and professional standards for that price.

240.2 The existence and significance of any threats created will depend on factors such as the level of fee quoted and the services to which it applies. The significance of any threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Making the client aware of the terms of the engagement and, in particular, the basis on which fees are charged and which services are covered by the quoted fee.

• Assigning appropriate time and qualified staff to the task.

240.3 Contingent fees are widely used for certain types of non-assurance engagements.5 They may, however, create threats to compliance with the fundamental principles in certain circumstances. They may create a self-interest threat to objectivity. The existence and significance of such threats will depend on factors including:

• The nature of the engagement.

• The range of possible fee amounts.

• The basis for determining the fee.

• Whether the outcome or result of the transaction is to be reviewed by an independent third party.

240.4 The significance of any such threats shall be evaluated and safeguards applied when necessary to eliminate or reduce them to an acceptable level. Examples of such safeguards include:

• An advance written agreement with the client as to the basis of remuneration.

• Disclosure to intended users of the work performed by the professional accountant in public practice and the basis of remuneration.

• Quality control policies and procedures.

• Review by an objective third party of the work performed by the professional accountant in public practice.

5 Contingent fees for non-assurance services provided to audit clients and other assurance clients are discussed in

Sections 290 and 291 of this part of the Code.

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240.5 In certain circumstances, a professional accountant in public practice may receive a referral fee or commission relating to a client. For example, where the professional accountant in public practice does not provide the specific service required, a fee may be received for referring a continuing client to another professional accountant in public practice or other expert. A professional accountant in public practice may receive a commission from a third party (e.g., a software vendor) in connection with the sale of goods or services to a client. Accepting such a referral fee or commission creates a self-interest threat to objectivity and professional competence and due care.

240.6 A professional accountant in public practice may also pay a referral fee to obtain a client, for example, where the client continues as a client of another professional accountant in public practice but requires specialist services not offered by the existing accountant. The payment of such a referral fee also creates a self-interest threat to objectivity and professional competence and due care.

240.7 The significance of the threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Disclosing to the client any arrangements to pay a referral fee to another professional accountant for the work referred.

• Disclosing to the client any arrangements to receive a referral fee for referring the client to another professional accountant in public practice.

• Obtaining advance agreement from the client for commission arrangements in connection with the sale by a third party of goods or services to the client.

240.8 A professional accountant in public practice may purchase all or part of another firm on the basis that payments will be made to individuals formerly owning the firm or to their heirs or estates. Such payments are not regarded as commissions or referral fees for the purpose of paragraph 240.5−240.7 above.

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SECTION 250

Marketing Professional Services

250.1 When a professional accountant in public practice solicits new work through advertising∗ or other forms of marketing, there may be potential threats to compliance with the fundamental principles. For example, a self-interest threat to compliance with the principle of professional behavior is created if services, achievements, or products are marketed in a way that is inconsistent with that principle.

250.2 A professional accountant in public practice shall not bring the profession into disrepute when marketing professional services. The professional accountant in public practice shall be honest and truthful and not:

• Make exaggerated claims for services offered, qualifications possessed, or experience gained; or

• Make disparaging references or unsubstantiated comparisons to the work of another.

If the professional accountant in public practice is in doubt about whether a proposed form of advertising or marketing is appropriate, the professional accountant in public practice shall consider consulting with the relevant professional body.

∗ See Definitions.

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SECTION 260

Gifts and Hospitality

260.1 A professional accountant in public practice, or an immediate or close family∗ member, may be offered gifts and hospitality from a client. Such an offer may create threats to compliance with the fundamental principles. For example, a self-interest threat to objectivity may be created if a gift from a client is accepted; an intimidation threat to objectivity may result from the possibility of such offers being made public.

260.2 The existence and significance of any threat will depend on the nature, value, and intent of the offer. Where gifts or hospitality are offered that a reasonable and informed third party, weighing all the specific facts and circumstances, would consider trivial and inconsequential, a professional accountant in public practice may conclude that the offer is made in the normal course of business without the specific intent to influence decision making or to obtain information. In such cases, the professional accountant in public practice may generally conclude that any threat to compliance with the fundamental principles is at an acceptable level.

260.3 A professional accountant in public practice shall evaluate the significance of any threats and apply safeguards when necessary to eliminate the threats or reduce them to an acceptable level. When the threats cannot be eliminated or reduced to an acceptable level through the application of safeguards, a professional accountant in public practice shall not accept such an offer.

∗ See Definitions.

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SECTION 270

Custody of Client Assets

270.1 A professional accountant in public practice shall not assume custody of client monies or other assets unless permitted to do so by law and, if so, in compliance with any additional legal duties imposed on a professional accountant in public practice holding such assets.

270.2 The holding of client assets creates threats to compliance with the fundamental principles; for example, there is a self-interest threat to professional behavior and may be a self interest threat to objectivity arising from holding client assets. A professional accountant in public practice entrusted with money (or other assets) belonging to others shall therefore:

(a) Keep such assets separately from personal or firm assets;

(b) Use such assets only for the purpose for which they are intended;

(c) At all times be ready to account for those assets and any income, dividends, or gains generated, to any persons entitled to such accounting; and

(d) Comply with all relevant laws and regulations relevant to the holding of and accounting for such assets.

270.3 In addition, professional accountants in public practice shall be aware of threats to compliance with the fundamental principles through association with such assets, for example, if the assets were derived from illegal activities, such as money laundering. As part of client and engagement acceptance procedures for such services, professional accountants in public practice shall make appropriate inquiries about the source of such assets and consider their legal and regulatory obligations. They may also consider seeking legal advice.

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SECTION 280

Objectivity—All Services

280.1 A professional accountant in public practice shall determine when providing any professional service whether there are threats to compliance with the fundamental principle of objectivity resulting from having interests in, or relationships with, a client or its directors, officers or employees. For example, a familiarity threat to objectivity may be created from a family or close personal or business relationship.

280.2 A professional accountant in public practice who provides an assurance service is required to be independent of the assurance client. Independence of mind and in appearance is necessary to enable the professional accountant in public practice to express a conclusion, and be seen to express a conclusion, without bias, conflict of interest, or undue influence of others. Sections 290 and 291 provide specific guidance on independence requirements for professional accountants in public practice when performing assurance engagements.

280.3 The existence of threats to objectivity when providing any professional service will depend upon the particular circumstances of the engagement and the nature of the work that the professional accountant in public practice is performing.

280.4 A professional accountant in public practice shall evaluate the significance of identified threats and apply safeguards when necessary to eliminate them or reduce them to an acceptable level. Examples of such safeguards include:

• Withdrawing from the engagement team.

• Supervisory procedures.

• Terminating the financial or business relationship giving rise to the threat.

• Discussing the issue with higher levels of management within the firm.

• Discussing the issue with those charged with governance of the client.

If safeguards cannot eliminate or reduce the threat to an acceptable level, the professional accountant shall decline or terminate the relevant engagement.

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SECTION 290

INDEPENDENCE―AUDIT AND REVIEW ENGAGEMENTS

CONTENTS Paragraph

Objective and Structure of Section ................................................................................. 290.1

A Conceptual Framework Approach to Independence ................................................... 290.6

Networks and Network Firms ......................................................................................... 290.13

Public Interest Entities .................................................................................................... 290.25

Related Entities ............................................................................................................... 290.27

Those Charged with Governance .................................................................................... 290.28

Documentation ................................................................................................................ 290.29

Engagement Period ......................................................................................................... 290.30

Other Considerations ...................................................................................................... 290.33

Application of the Conceptual Framework Approach to Independence ......................... 290.100

Financial Interests ........................................................................................................... 290.102

Loans and Guarantees ..................................................................................................... 290.118

Business Relationships .................................................................................................... 290.124

Family and Personal Relationships ................................................................................. 290.127

Employment with an Audit Client .................................................................................. 290.134

Temporary Staff Assignments ........................................................................................ 290.142

Recent Service with an Audit Client ............................................................................... 290.143

Serving as a Director or Officer of an Audit Client ........................................................ 290.146

Long Association of Senior Personnel (Including Partner Rotation) with an Audit Client .................................................................................................. 290.150

Provision of Non-assurance Services to Audit Clients ................................................... 290.156

Management Responsibilities ................................................................................... 209.162

Preparing Accounting Records and Financial Statements ........................................ 290.167

Valuation Services .................................................................................................... 290.175

Taxation Services ...................................................................................................... 290.181

Internal Audit Services ............................................................................................. 290.195

IT Systems Services .................................................................................................. 290.201

Litigation Support Services ....................................................................................... 290.207

Legal Services ........................................................................................................... 290.209

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Recruiting Services ................................................................................................... 290.214

Corporate Finance Services ...................................................................................... 290.216

Fees ................................................................................................................................. 290.220

Fees—Relative Size .................................................................................................. 290.220

Fees—Overdue ......................................................................................................... 290.222

Contingent Fees ........................................................................................................ 290.223

Compensation and Evaluation Policies ........................................................................... 290.227

Gifts and Hospitality ....................................................................................................... 290.229

Actual or Threatened Litigation ...................................................................................... 290.230

Reports that Include a Restriction on Use and Distribution ........................................... 290.500

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Objective and Structure of Section

290.1 This section addresses the independence requirements for audit engagements* and review engagements,* which are assurance engagements in which a professional accountant in public practice expresses a conclusion on financial statements.* Such engagements comprise audit and review engagements to report on a complete set of financial statements and a single financial statement. Independence requirements for assurance engagements that are not audit or review engagements are addressed in Section 291.

290.2 In certain circumstances involving audit engagements where the audit report includes a restriction on use and distribution and provided certain conditions are met, the independence requirements in this section may be modified as provided in paragraphs 290.500 to 290.514. The modifications are not permitted in the case of an audit of financial statements required by law or regulation.

290.3 In this section, the term(s):

• “Audit,” “audit team,” “audit engagement,” “audit client” and “audit report” includes review, review team,* review engagement, review client* and review report; and

• “Firm” includes network firm,* except where otherwise stated.

290.4 Compliance with the fundamental principle of objectivity requires being independent of audit clients. In the case of audit engagements, it is in the public interest and, therefore required by this Code of Ethics, that members of audit teams, firms and network firms be independent of audit clients.

290.5 The objective of this section is to assist firms and members of audit teams in applying a conceptual framework approach described below to achieving and maintaining independence.

A Conceptual Framework Approach to Independence

290.6 Independence requires:

Independence of Mind

The state of mind that permits the expression of a conclusion without being affected by influences that compromise professional judgment, thereby allowing an individual to act with integrity and exercise objectivity and professional skepticism.

Independence in Appearance

The avoidance of facts and circumstances that are so significant that a reasonable and informed third party would be likely to conclude, weighing all the specific facts and circumstances, that a firm’s, or a member of the audit team’s, integrity, objectivity or professional skepticism has been compromised.

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290.7 A conceptual framework approach to achieving and maintaining independence involves using professional judgment to apply the framework. The framework requires the professional accountant to:

(a) Identify threats to independence;

(b) Evaluate the significance of the threats identified; and

(c) Apply safeguards when necessary to eliminate the threats or reduce them to an acceptable level.

When the professional accountant determines that appropriate safeguards are not available or cannot be applied to eliminate the threats or reduce them to an acceptable level, the professional accountant shall eliminate the circumstance or relationship creating the threats or decline or terminate the audit engagement.

290.8 Many different circumstances, or combinations of circumstances, may be relevant in assessing threats to independence. It is impossible to define every situation that creates threats to independence and to specify the appropriate action. Therefore, this Code provides a conceptual framework that requires firms and members of audit teams to identify, evaluate, and address threats to independence. The conceptual framework approach assists professional accountants in practice in complying with the ethical requirements in this Code. It accommodates many variations in circumstances that create threats to independence and can deter a professional accountant from concluding that a situation is permitted if it is not specifically prohibited.

290.9 Paragraphs 290.100 and onwards describe how the conceptual framework approach to independence is to be applied. These paragraphs do not address all the circumstances and relationships that create or may create threats to independence. Therefore, in any situation not explicitly addressed in these paragraphs, the conceptual framework shall be applied when evaluating the particular circumstances and relationships.

290.10 In deciding whether to accept or continue an engagement, or whether a particular individual may be a member of the audit team, a firm shall identify and evaluate any threats to independence. If the threats are not at an acceptable level, and the decision is whether to accept an engagement or include a particular individual on the audit team, the firm shall determine whether safeguards are available to eliminate the threats or reduce them to an acceptable level. If the decision is whether to continue an engagement, the firm shall determine whether any existing safeguards will continue to be effective to eliminate the threats or reduce them to an acceptable level or whether other safeguards will need to be applied or whether the engagement needs to be terminated. Whenever new information about a threat to independence comes to the attention of the firm during the engagement, the firm shall evaluate the significance of the threat by applying the conceptual framework approach.

290.11 Throughout this section, reference is made to the significance of threats to independence. In evaluating the significance of any threat, qualitative as well as quantitative factors shall be taken into account.

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290.12 This section does not, in most cases, prescribe the specific responsibility of individuals within the firm for actions related to independence because responsibility may differ depending on the size, structure and organization of a firm. The firm is required by International Standards on Quality Control to establish policies and procedures designed to provide it with reasonable assurance that independence is maintained when required by relevant ethical requirements. In addition, International Standards on Auditing require the engagement partner∗ to form a conclusion on compliance with the independence requirements that apply to the engagement.

Networks and Network Firms

290.13 If a firm is deemed to be a network firm, the firm shall be independent of the audit clients of the other firms within the network* (unless otherwise stated in this Code). The independence requirements in this section that apply to a network firm apply to any entity, such as a consulting practice or professional law practice, that meets the definition of a network firm irrespective of whether the entity itself meets the definition of a firm.

290.14 To enhance their ability to provide professional services, firms frequently form larger structures with other firms and entities. Whether these larger structures create a network depends on the particular facts and circumstances and does not depend on whether the firms and entities are legally separate and distinct. For example, a larger structure may be aimed only at facilitating the referral of work, which in itself does not meet the criteria necessary to constitute a network. Alternatively, a larger structure might be such that it is aimed at co-operation and the firms share a common brand name, a common system of quality control, or significant professional resources and consequently is deemed to be a network.

290.15 The judgment as to whether the larger structure is a network shall be made in light of whether a reasonable and informed third party would be likely to conclude, weighing all the specific facts and circumstances, that the entities are associated in such a way that a network exists. This judgment shall be applied consistently throughout the network.

290.16 Where the larger structure is aimed at co-operation and it is clearly aimed at profit or cost sharing among the entities within the structure, it is deemed to be a network. However, the sharing of immaterial costs does not in itself create a network. In addition, if the sharing of costs is limited only to those costs related to the development of audit methodologies, manuals, or training courses, this would not in itself create a network. Further, an association between a firm and an otherwise unrelated entity to jointly provide a service or develop a product does not in itself create a network.

290.17 Where the larger structure is aimed at cooperation and the entities within the structure share common ownership, control or management, it is deemed to be a network. This could be achieved by contract or other means.

∗ See Definitions.

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290.18 Where the larger structure is aimed at co-operation and the entities within the structure share common quality control policies and procedures, it is deemed to be a network. For this purpose, common quality control policies and procedures are those designed, implemented and monitored across the larger structure.

290.19 Where the larger structure is aimed at co-operation and the entities within the structure share a common business strategy, it is deemed to be a network. Sharing a common business strategy involves an agreement by the entities to achieve common strategic objectives. An entity is not deemed to be a network firm merely because it co-operates with another entity solely to respond jointly to a request for a proposal for the provision of a professional service.

290.20 Where the larger structure is aimed at co-operation and the entities within the structure share the use of a common brand name, it is deemed to be a network. A common brand name includes common initials or a common name. A firm is deemed to be using a common brand name if it includes, for example, the common brand name as part of, or along with, its firm name, when a partner of the firm signs an audit report.

290.21 Even though a firm does not belong to a network and does not use a common brand name as part of its firm name, it may give the appearance that it belongs to a network if it makes reference in its stationery or promotional materials to being a member of an association of firms. Accordingly, if care is not taken in how a firm describes such memberships, a perception may be created that the firm belongs to a network.

290.22 If a firm sells a component of its practice, the sales agreement sometimes provides that, for a limited period of time, the component may continue to use the name of the firm, or an element of the name, even though it is no longer connected to the firm. In such circumstances, while the two entities may be practicing under a common name, the facts are such that they do not belong to a larger structure aimed at co-operation and are, therefore, not network firms. Those entities shall determine how to disclose that they are not network firms when presenting themselves to outside parties.

290.23 Where the larger structure is aimed at co-operation and the entities within the structure share a significant part of professional resources, it is deemed to be a network. Professional resources include:

• Common systems that enable firms to exchange information such as client data, billing and time records;

• Partners and staff;

• Technical departments that consult on technical or industry specific issues, transactions or events for assurance engagements;

• Audit methodology or audit manuals; and

• Training courses and facilities.

290.24 The determination of whether the professional resources shared are significant, and therefore the firms are network firms, shall be made based on the relevant facts and circumstances. Where the shared resources are limited to common audit methodology

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or audit manuals, with no exchange of personnel or client or market information, it is unlikely that the shared resources would be significant. The same applies to a common training endeavor. Where, however, the shared resources involve the exchange of people or information, such as where staff are drawn from a shared pool, or a common technical department is created within the larger structure to provide participating firms with technical advice that the firms are required to follow, a reasonable and informed third party is more likely to conclude that the shared resources are significant.

Public Interest Entities

290.25 Section 290 contains additional provisions that reflect the extent of public interest in certain entities. For the purpose of this section, public interest entities are:

• all listed entities; and

• any entity (a) defined by regulation or legislation as a public interest entity or (b) for which the audit is required by regulation or legislation to be conducted in compliance with the same independence requirements that apply to the audit of listed entities. Such regulation may be promulgated by any relevant regulator, including an audit regulator.

290.26 Firms and member bodies are encouraged to determine whether to treat additional entities, or certain categories of entities, as public interest entities because they have a large number and wide range of stakeholders. Factors to be considered include:

(a) The nature of the business, such as the holding of assets in a fiduciary capacity for a large number of stakeholders. Examples may include financial institutions, such as banks and insurance companies, and pension funds;

(b) Size; and

(c) Number of employees.

Related Entities 290.27 In the case of an audit client that is a listed entity*, references to an audit client in this

section include related entities of the client (unless otherwise stated). For all other audit clients, references to an audit client in this section include related entities over which the client has direct or indirect control. When the audit team knows or has reason to believe that a relationship or circumstance involving another related entity* of the client is relevant to the evaluation of the firm’s independence from the client, the audit team shall include that related entity when identifying and evaluating threats to independence and applying appropriate safeguards.

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Those Charged with Governance

290.28 Even when not required by applicable auditing standards, law or regulation, regular communication is encouraged between the firm and those charged with governance of the audit client regarding relationships and other matters that might, in the firm’s opinion, reasonably bear on independence. Such communication enables those charged with governance to (a) consider the firm’s judgments in identifying and evaluating threats to independence, (b) consider the appropriateness of safeguards applied to eliminate them or reduce them to an acceptable level, and (c) take appropriate action. Such an approach can be particularly helpful with respect to intimidation and familiarity threats.

Documentation

290.29 Even though documentation is not, in itself, a determinant of whether a firm is independent, conclusions regarding compliance with independence requirements, and any relevant discussions that support those conclusions, shall be documented. Documentation of independence conclusions and related discussions prepared to meet the requirements of international standards on auditing will meet this requirement. When threats to independence are identified that require the application of safeguards, the documentation shall also describe the nature of those threats and the safeguards applied to eliminate them or reduce them to an acceptable level.

Engagement Period

290.30 Independence from the audit client is required both during the engagement period and the period covered by the financial statements. The engagement period starts when the audit team begins to perform audit services. The engagement period ends when the audit report is issued. When the engagement is of a recurring nature, it ends at the later of the notification by either party that the professional relationship has terminated or the issuance of the final audit report.

290.31 When an entity becomes an audit client during or after the period covered by the financial statements on which the firm will express an opinion,* the firm shall determine whether any threats to independence are created by

• Financial or business relationships with the audit client during or after the period covered by the financial statements but before accepting the audit engagement; or

• Previous services provided to the audit client.

290.32 If a non-assurance service was provided to the audit client during or after the period covered by the financial statements but before the commencement of professional services in connection with the audit and the service would not be permitted during the period of the audit engagement, the firm shall evaluate any threat to independence created by the service. If any threat is not at an acceptable level, the audit engagement shall only be accepted if safeguards are applied to eliminate any threats or reduce them to an acceptable level. Examples of such safeguards include:

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• Not including personnel who provided the non-assurance service as members of the audit team;

• Having a professional accountant review the audit and non-assurance work as appropriate; or

• Engaging another firm to evaluate the results of the non-assurance service or having another firm re-perform the non-assurance service to the extent necessary to enable it to take responsibility for the service.

Other Considerations

290.33 There may be occasions when there is an inadvertent violation of this section. If such an inadvertent violation occurs, it generally will not be deemed to compromise independence provided the firm has appropriate quality control policies and procedures in place to maintain independence and, once discovered, the violation is corrected promptly and any necessary safeguards are applied to eliminate any threat or reduce it to an acceptable level. The firm shall determine whether to communicate the matter to those charged with governance.

Paragraphs 290.34 to 290.99 are intentionally left blank.

Application of the Conceptual Framework Approach to Independence

290.100 Paragraphs 290.102 to 290.232 describe specific circumstances and relationships that create or may create threats to independence. The paragraphs describe the potential threats and the types of safeguards that may be appropriate to eliminate the threats or reduce them to an acceptable level and identify certain situations where no safeguards could reduce the threats to an acceptable level. The paragraphs do not describe all of the circumstances and relationships that create or may create a threat to independence. In practice, the firm and the members of the audit team will be required to evaluate the implications of similar, but different, circumstances and relationships and to determine whether safeguards, including the safeguards in paragraphs 200.12 to 200.15, can be applied when necessary to eliminate the threats to independence or reduce them to an acceptable level.

290.101 Paragraphs 290.102 to 290.126 contain references to the materiality of a financial interest, loan, or guarantee, or the significance of a business relationship. For the purpose of determining whether such an interest is material to an individual, the combined net worth of the individual and the individual’s immediate family members shall be taken into account.

Financial Interests

290.102 Holding a financial interest in an audit client may create a self-interest threat. The existence and significance of any threat created depends on: (a) the role of the person holding the financial interest, (b) whether the financial interest is direct or indirect, and (c) the materiality of the financial interest.

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290.103 Financial interests may be held through an intermediary (e.g. a collective investment vehicle, estate, or trust). The determination of whether such financial interests are direct or indirect will depend upon whether the beneficial owner has control over the investment vehicle or the ability to influence its investment decisions. When control over the investment vehicle or the ability to influence investment decisions exists, this Code defines that financial interest to be a direct financial interest. Conversely, when the beneficial owner of the financial interest has no control over the investment vehicle or ability to influence its investment decisions, this Code defines that financial interest to be an indirect financial interest.*

290.104 If a member of the audit team, a member of that individual’s immediate family, or a firm has a direct financial interest or a material indirect financial interest in the audit client, the self-interest threat created would be so significant that no safeguards could reduce the threat to an acceptable level. Therefore, none of the following shall have a direct financial interest or a material indirect financial interest in the client: a member of the audit team; a member of that individual’s immediate family; or the firm.

290.105 When a member of the audit team has a close family member who the audit team member knows has a direct financial interest or a material indirect financial interest in the audit client, a self-interest threat is created. In evaluating the significance of the threat, consideration shall be given to the nature of the relationship between the member of the audit team and the close family member and the materiality of the financial interest to the close family member. Safeguards shall be applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• The close family member disposing, as soon as practicable, of all of the financial interest or disposing of a sufficient portion of an indirect financial interest so that the remaining interest is no longer material;

• Having a professional accountant review the work of the member of the audit team; or

• Removing the individual from the audit team.

290.106 If a member of the audit team, a member of that individual’s immediate family, or a firm has a direct or material indirect financial interest in an entity that has a controlling interest in the audit client, and the client is material to the entity, the self-interest threat created would be so significant that no safeguards could reduce the threat to an acceptable level. Therefore, neither a member of the audit team, a member of that individual’s immediate family, nor the firm shall have such a financial interest.

290.107 The holding by a firm’s retirement benefit plan of a direct or material indirect financial interest in an audit client creates a self-interest threat. The significance of the threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level.

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290.108 If other partners in the office∗ in which the engagement partner practices in connection with the audit engagement, or their immediate family members, hold a direct financial interest or a material indirect financial interest in that audit client, the self-interest threat created would be so significant that no safeguards could reduce the threat to an acceptable level. Therefore, neither such partners nor their immediate family members shall hold any such financial interests in such an audit client.

290.109 The office in which the engagement partner practices in connection with the audit engagement is not necessarily the office to which that partner is assigned. Accordingly, when the engagement partner is located in a different office from that of the other members of the audit team, professional judgment shall be used to determine in which office the partner practices in connection with that engagement.

290.110 If other partners and managerial employees who provide non-audit services to the audit client, except those whose involvement is minimal, or their immediate family members, hold a direct financial interest or a material indirect financial interest in the audit client, the self-interest threat created would be so significant that no safeguards could reduce the threat to an acceptable level. Accordingly, neither such personnel nor their immediate family members shall hold any such financial interests in such an audit client.

290.111 Despite paragraphs 290.108 and 290.110, the holding of a financial interest in an audit client by an immediate family member of (a) a partner located in the office in which the engagement partner practices in connection with the audit engagement, or (b) a partner or managerial employee who provides non-audit services to the audit client, is not deemed to compromise independence if the financial interest is received as a result of the immediate family member’s employment rights (e.g., through pension or share option plans) and, when necessary, safeguards are applied to eliminate any threat to independence or reduce it to an acceptable level. However, when the immediate family member has or obtains the right to dispose of the financial interest or, in the case of a stock option, the right to exercise the option, the financial interest shall be disposed of or forfeited as soon as practicable.

290.112 A self-interest threat may be created if the firm or a member of the audit team, or a member of that individual’s immediate family, has a financial interest in an entity and an audit client also has a financial interest in that entity. However, independence is not deemed to be compromised if these interests are immaterial and the audit client cannot exercise significant influence over the entity. If such interest is material to any party, and the audit client can exercise significant influence over the other entity, no safeguards could reduce the threat to an acceptable level and the firm shall either dispose of the interest or withdraw from or decline the audit engagement. Any individual with such a material interest shall, before becoming a member of the audit team, either:

(a) Dispose of the interest; or

∗ See Definitions.

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(b) Dispose of a sufficient amount of the interest so that the remaining interest is no longer material.

290.113 The firm shall determine whether a self-interest, familiarity or intimidation threat is created if a member of the audit team, or a member of that individual’s immediate family, or the firm, has a financial interest in an entity when a director, officer or controlling owner of the audit client is also known to have a financial interest in that entity. Whether these interests create a self-interest threat will depend upon factors such as:

• The role of the professional on the audit team;

• Whether ownership of the entity is closely or widely held;

• Whether the interest gives the investor the ability to control or significantly influence the entity; and

• The materiality of the financial interest.

The significance of any threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Removing the member of the audit team with the financial interest from the audit team; and

• Having a professional accountant review the work of the member of the audit team.

290.114 The holding by a firm, or a member of the audit team, or a member of that individual’s immediate family, of a direct financial interest or a material indirect financial interest in the audit client as a trustee creates a self-interest threat. Similarly, a self-interest threat is created when (a) a partner in the office in which the engagement partner practices in connection with the audit, (b) other partners and managerial employees who provide non-assurance services to the audit client, except those whose involvement is minimal, or (c) their immediate family members, hold a direct financial interest or a material indirect financial interest in the audit client as trustee. Holding such an interest is only permitted when:

(a) Neither the trustee, nor an immediate family member of the trustee, nor the firm are beneficiaries of the trust;

(b) The interest in the audit client held by the trust is not material to the trust;

(c) The trust is not able to exercise significant influence over the audit client; and

(d) The trustee, an immediate family member of the trustee, or the firm cannot significantly influence any investment decision involving a financial interest in the audit client.

290.115 Members of the audit team shall determine whether a self-interest threat is created by any known financial interests in the audit client held by other individuals including:

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• Partners and professional employees of the firm, other than those referred to above, or their immediate family members; and

• Individuals with a close personal relationship with a member of the audit team.

Whether these interests create a self-interest threat will depend on factors such as:

• The firm’s organizational, operating and reporting structure; and

• The nature of the relationship between the individual and the member of the audit team.

The significance of any threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Removing the member of the audit team with the personal relationship from the audit team;

• Excluding the member of the audit team from any significant decision-making concerning the audit engagement; or

• Having a professional accountant review the work of the member of the audit team.

290.116 If a firm or a partner or employee of the firm, or a member of that individual’s immediate family, receives a direct financial interest or a material indirect financial interest in an audit client, for example, by way of an inheritance, gift or as a result of a merger, and such interest would not be permitted to be held under this section, then:

(a) If the interest is received by the firm, the financial interest shall be disposed of immediately, or a sufficient amount of an indirect financial interest shall be disposed of so that the remaining interest is no longer material, or the firm shall withdraw from the audit engagement;

(b) If the interest is received by a member of the audit team, or a member of that individual’s immediate family, the individual who received the financial interest shall immediately dispose of the financial interest, or dispose of a sufficient amount of an indirect financial interest so that the remaining interest is no longer material, or the member shall be removed from the team; or

(c) If the interest is received by an individual who is not a member of the audit team, or by an immediate family member of the individual, the financial interest shall be disposed of as soon as possible, or a sufficient amount of an indirect financial interest shall be disposed of so that the remaining interest is no longer material. Pending the disposal of the financial interest, a determination shall be made as to whether any safeguards are necessary.

290.117 An inadvertent violation of this section as it relates to a financial interest in an audit client is not deemed to compromise independence if all of the following conditions are met:

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(a) The firm has established policies and procedures that require prompt notification to the firm of any breaches resulting from the purchase, inheritance or other acquisition of a financial interest in the audit client;

(b) The actions in paragraph 290.116 (a)–(c) are taken as applicable; and

(c) The firm applies other safeguards when necessary to reduce any remaining threat to an acceptable level. Examples of such safeguards include:

• Having a professional accountant review the work of the member of the audit team; or

• Excluding the individual from any significant decision-making concerning the audit engagement.

In addition, a determination shall be made as to whether to discuss the matter with those charged with governance.

Loans and Guarantees 290.118 A loan, or a guarantee of a loan, to a member of the audit team, or a member of that

individual’s immediate family, or the firm from an audit client that is a bank or a similar institution may create a threat to independence. If the loan or guarantee is not made under normal lending procedures, terms and conditions, a self-interest threat would be created that would be so significant that no safeguards could reduce the threat to an acceptable level. Accordingly, neither a member of the audit team, a member of that individual’s immediate family, nor a firm shall accept such a loan or guarantee.

290.119 If a loan to a firm from an audit client that is a bank or similar institution is made under normal lending procedures, terms and conditions and it is material to the audit client or firm receiving the loan, it may be possible to apply safeguards to reduce the self-interest threat to an acceptable level. An example of such a safeguard is having the work reviewed by a professional accountant from a network firm that is neither involved with the audit nor received the loan.

290.120 A loan, or a guarantee of a loan, from an audit client that is a bank or a similar institution to a member of the audit team, or a member of that individual’s immediate family, does not create a threat to independence if the loan or guarantee is made under normal lending procedures, terms and conditions. Examples of such loans include home mortgages, bank overdrafts, car loans and credit card balances.

290.121 If the firm or a member of the audit team, or a member of that individual’s immediate family, accepts a loan from, or has a borrowing guaranteed by, an audit client that is not a bank or similar institution, the self-interest threat created would be so significant that no safeguards could reduce the threat to an acceptable level, unless the loan or guarantee is immaterial to both the firm, or the member of the audit team and the immediate family member, and the client.

290.122 Similarly, if the firm or a member of the audit team, or a member of that individual’s immediate family, makes or guarantees a loan to an audit client, the self-interest threat created would be so significant that no safeguards could reduce the threat to an

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acceptable level, unless the loan or guarantee is immaterial to both the firm, or the member of the audit team and the immediate family member, and the client.

290.123 If a firm or a member of the audit team, or a member of that individual’s immediate family, has deposits or a brokerage account with an audit client that is a bank, broker or similar institution, a threat to independence is not created if the deposit or account is held under normal commercial terms.

Business Relationships

290.124 A close business relationship between a firm, or a member of the audit team, or a member of that individual’s immediate family, and the audit client or its management, arises from a commercial relationship or common financial interest and may create self-interest or intimidation threats. Examples of such relationships include:

• Having a financial interest in a joint venture with either the client or a controlling owner, director, officer or other individual who performs senior managerial activities for that client.

• Arrangements to combine one or more services or products of the firm with one or more services or products of the client and to market the package with reference to both parties.

• Distribution or marketing arrangements under which the firm distributes or markets the client’s products or services, or the client distributes or markets the firm’s products or services.

Unless any financial interest is immaterial and the business relationship is insignificant to the firm and the client or its management, the threat created would be so significant that no safeguards could reduce the threat to an acceptable level. Therefore, unless the financial interest is immaterial and the business relationship is insignificant:

(a) The business relationship shall not be entered into, or shall be reduced to an insignificant level or terminated; or

(b) The firm shall decline or terminate the audit engagement.

In the case of a member of the audit team, unless any such financial interest is immaterial and the relationship is insignificant to that member, the individual shall be removed from the audit team.

If the business relationship is between an immediate family member of a member of the audit team and the audit client or its management, the significance of any threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level.

290.125 A business relationship involving the holding of an interest by the firm, or a member of the audit team, or a member of that individual’s immediate family, in a closely-held entity when the audit client or a director or officer of the client, or any group thereof, also holds an interest in that entity does not create threats to independence if:

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(c) The business relationship is insignificant to the firm, the member of the audit team and the immediate family member, and the client;

(d) The financial interest is immaterial to the investor or group of investors; and

(e) The financial interest does not give the investor, or group of investors, the ability to control the closely-held entity.

290.126 The purchase of goods and services from an audit client by the firm, or a member of the audit team, or a member of that individual’s immediate family, does not generally create a threat to independence if the transaction is in the normal course of business and at arm’s length. However, such transactions may be of such a nature or magnitude that they create a self-interest threat. The significance of any threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Eliminating or reducing the magnitude of the transaction; or

• Removing the individual from the audit team.

Family and Personal Relationships

290.127 Family and personal relationships between a member of the audit team and a director or officer or certain employees (depending on their role) of the audit client may create self-interest, familiarity or intimidation threats. The existence and significance of any threats will depend on a number of factors, including the individual’s responsibilities on the audit team, the role of the family member or other individual within the client and the closeness of the relationship. Consequently, the particular circumstances will need to be evaluated in assessing the significance of these threats.

290.128 When an immediate family member of a member of the audit team is:

(a) A director or officer of the audit client; or

(b) An employee in a position to exert significant influence over the preparation of the client’s accounting records or the financial statements on which the firm will express an opinion,

or was in such a position during any period covered by the engagement or the financial statements, the threats to independence can only be reduced to an acceptable level by removing the individual from the audit team. The closeness of the relationship is such that no other safeguards could reduce the threat to an acceptable level. If this safeguard is not applied, the firm shall withdraw from the audit engagement.

290.129 Threats to independence are created when an immediate family member of a member of the audit team is an employee in a position to exert significant influence over the client’s financial position, financial performance or cash flows. The significance of the threats will depend on factors such as:

• The position held by the immediate family member; and

• The role of the professional on the audit team.

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The significance of the threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Removing the individual from the audit team; or

• Structuring the responsibilities of the audit team so that the professional does not deal with matters that are within the responsibility of the immediate family member.

290.130 Threats to independence are created when a close family member of a member of the audit team is:

(a) A director or officer of the audit client; or

(b) An employee in a position to exert significant influence over the preparation of the client’s accounting records or the financial statements on which the firm will express an opinion.

The significance of the threats will depend on factors such as:

• The nature of the relationship between the member of the audit team and the close family member;

• The position held by the close family member; and

• The role of the professional on the audit team.

The significance of the threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Removing the individual from the audit team; or

• Structuring the responsibilities of the audit team so that the professional does not deal with matters that are within the responsibility of the close family member.

290.131 Threats to independence are created when a member of the audit team has a close relationship with a person who is not an immediate or close family member, but who is a director or officer or an employee in a position to exert significant influence over the preparation of the client’s accounting records or the financial statements on which the firm will express an opinion. Members of the audit team are responsible for identifying any such persons and for consulting in accordance with firm policies and procedures. The significance of the threats will depend on factors such as:

• The nature of the relationship between the individual and the member of the audit team;

• The position the individual holds with the client; and

• The role of the professional on the audit team.

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The significance of the threats shall be evaluated and safeguards applied when necessary to eliminate the threats or reduce them to an acceptable level. Examples of such safeguards include:

• Removing the professional from the audit team; or

• Structuring the responsibilities of the audit team so that the professional does not deal with matters that are within the responsibility of the individual with whom the professional has a close relationship.

290.132 Self-interest, familiarity or intimidation threats may be created by a personal or family relationship between (a) a partner or employee of the firm who is not a member of the audit team and (b) a director or officer of the audit client or an employee in a position to exert significant influence over the preparation of the client’s accounting records or the financial statements on which the firm will express an opinion. Partners and employees of the firm who are aware of any such relationships are responsible for consulting in accordance with firm policies and procedures. The existence and significance of any threat will depend on factors such as:

• The nature of the relationship between the partner or employee of the firm and the director or officer or employee of the client;

• The interaction of the partner or employee of the firm with the audit team;

• The position of the partner or employee within the firm; and

• The position the individual holds with the client.

The significance of any threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Structuring the partner’s or employee’s responsibilities to reduce any potential influence over the audit engagement; or

• Having a professional accountant review the relevant audit work performed.

290.133 An inadvertent violation of this section as it relates to family and personal relationships is not deemed to compromise independence if:

(a) The firm has established policies and procedures that require prompt notification to the firm of any breaches resulting from changes in the employment status of their immediate or close family members or other personal relationships that create threats to independence;

(b) The inadvertent violation relates to an immediate family member of a member of the audit team becoming a director or officer of the audit client or being in a position to exert significant influence over the preparation of the client’s accounting records or the financial statements on which the firm will express an opinion, and the relevant professional is removed from the audit team; and

(c) The firm applies other safeguards when necessary to reduce any remaining threat to an acceptable level. Examples of such safeguards include:

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• Having a professional accountant review the work of the member of the audit team; or

• Excluding the relevant professional from any significant decision-making concerning the engagement.

Employment with an Audit Client

290.134 Familiarity or intimidation threats may be created if a director or officer of the audit client, or an employee in a position to exert significant influence over the preparation of the client’s accounting records or the financial statements on which the firm will express an opinion, has been a member of the audit team or partner of the firm.

290.135 If a former member of the audit team or partner of the firm has joined the audit client in such a position and a significant connection remains between the firm and the individual, the threat would be so significant that no safeguards could reduce the threat to an acceptable level. Therefore, independence would be deemed to be compromised if a former member of the audit team or partner joins the audit client as a director or officer, or as an employee in a position to exert significant influence over the preparation of the client’s accounting records or the financial statements on which the firm will express an opinion, unless:

(a) The individual is not entitled to any benefits or payments from the firm, unless made in accordance with fixed pre-determined arrangements, and any amount owed to the individual is not material to the firm; and

(b) The individual does not continue to participate or appear to participate in the firm’s business or professional activities.

290.136 If a former member of the audit team or partner of the firm has joined the audit client in such a position, and no significant connection remains between the firm and the individual, the existence and significance of any familiarity or intimidation threats will depend on factors such as:

• The position the individual has taken at the client;

• Any involvement the individual will have with the audit team;

• The length of time since the individual was a member of the audit team or partner of the firm; and

• The former position of the individual within the audit team or firm, for example, whether the individual was responsible for maintaining regular contact with the client’s management or those charged with governance.

The significance of any threats created shall be evaluated and safeguards applied when necessary to eliminate the threats or reduce them to an acceptable level. Examples of such safeguards include:

• Modifying the audit plan;

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• Assigning individuals to the audit team who have sufficient experience in relation to the individual who has joined the client; or

• Having a professional accountant review the work of the former member of the audit team.

290.137 If a former partner of the firm has previously joined an entity in such a position and the entity subsequently becomes an audit client of the firm, the significance of any threat to independence shall be evaluated and safeguards applied when necessary, to eliminate the threat or reduce it to an acceptable level.

290.138 A self-interest threat is created when a member of the audit team participates in the audit engagement while knowing that the member of the audit team will, or may, join the client some time in the future. Firm policies and procedures shall require members of an audit team to notify the firm when entering employment negotiations with the client. On receiving such notification, the significance of the threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Removing the individual from the audit team; or

• A review of any significant judgments made by that individual while on the team.

Audit Clients that are Public Interest Entities

290.139 Familiarity or intimidation threats are created when a key audit partner∗ joins the audit client that is a public interest entity as:

(a) A director or officer of the entity; or

(b) An employee in a position to exert significant influence over the preparation of the client’s accounting records or the financial statements on which the firm will express an opinion.

No safeguards could reduce these threats to an acceptable level unless, subsequent to the partner ceasing to be a key audit partner, the public interest entity had issued audited financial statements covering a period of not less than twelve months and the partner was not a member of the audit team with respect to the audit of those financial statements.

290.140 An intimidation threat is created when the individual who was the firm’s Senior or Managing Partner (Chief Executive or equivalent) joins an audit client that is a public interest entity as (a) an employee in a position to exert significant influence over the preparation of the entity’s accounting records or its financial statements or (b) a director or officer of the entity. No safeguards could reduce these threats to an acceptable level unless twelve months have passed since the individual was the Senior or Managing Partner (Chief Executive or equivalent) of the firm.

∗ See Definitions.

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290.141 Independence is not deemed to be compromised if, as a result of a business combination, a former key audit partner or the individual who was the firm’s former Senior or Managing Partner is in a position as described in paragraphs 290.139 and 290.140, and:

(a) The position was not taken in contemplation of the business combination;

(b) Any benefits or payments due to the former partner from the firm have been settled in full, unless made in accordance with fixed pre-determined arrangements and any amount owed to the partner is not material to the firm;

(c) The former partner does not continue to participate or appear to participate in the firm’s business or professional activities; and

(d) The position held by the former partner with the audit client is discussed with those charged with governance.

Temporary Staff Assignments

290.142 The lending of staff by a firm to an audit client may create a self-review threat. Such assistance may be given, but only for a short period of time and the firm’s personnel shall not be involved in:

• Providing non-assurance services that would not be permitted under this section; or

• Assuming management responsibilities.

In all circumstances, the audit client shall be responsible for directing and supervising the activities of the loaned staff.

The significance of any threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Conducting an additional review of the work performed by the loaned staff;

• Not giving the loaned staff audit responsibility for any function or activity that the staff performed during the temporary staff assignment; or

• Not including the loaned staff as a member of the audit team.

Recent Service with an Audit Client

290.143 Self-interest, self-review or familiarity threats may be created if a member of the audit team has recently served as a director, officer, or employee of the audit client. This would be the case when, for example, a member of the audit team has to evaluate elements of the financial statements for which the member of the audit team had prepared the accounting records while with the client.

290.144 If, during the period covered by the audit report, a member of the audit team had served as a director or officer of the audit client, or was an employee in a position to exert significant influence over the preparation of the client’s accounting records or the

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financial statements on which the firm will express an opinion, the threat created would be so significant that no safeguards could reduce the threat to an acceptable level. Consequently, such individuals shall not be assigned to the audit team.

290.145 Self-interest, self-review or familiarity threats may be created if, before the period covered by the audit report, a member of the audit team had served as a director or officer of the audit client, or was an employee in a position to exert significant influence over the preparation of the client’s accounting records or financial statements on which the firm will express an opinion. For example, such threats would be created if a decision made or work performed by the individual in the prior period, while employed by the client, is to be evaluated in the current period as part of the current audit engagement. The existence and significance of any threats will depend on factors such as:

• The position the individual held with the client;

• The length of time since the individual left the client; and

• The role of the professional on the audit team.

The significance of any threat shall be evaluated and safeguards applied when necessary to reduce the threat to an acceptable level. An example of such a safeguard is conducting a review of the work performed by the individual as a member of the audit team.

Serving as a Director or Officer of an Audit Client 290.146 If a partner or employee of the firm serves as a director or officer of an audit client, the

self-review and self-interest threats created would be so significant that no safeguards could reduce the threats to an acceptable level. Therefore, if such an individual were to accept such a position while continuing to serve as a partner or an employee of the firm, the firm shall decline or withdraw from the audit engagement.

290.147 The position of Company Secretary has different implications in different jurisdictions. Duties may range from administrative duties, such as personnel management and the maintenance of company records and registers, to duties as diverse as ensuring that the company complies with regulations or providing advice on corporate governance matters. Generally, this position is seen to imply a close association with the entity.

290.148 If a partner or employee of the firm serves as Company Secretary for an audit client, self-review and advocacy threats are created that would generally be so significant that no safeguards could reduce the threats to an acceptable level. Despite paragraph 290.146, when this practice is specifically permitted under local law, professional rules or practice, and provided management makes all relevant decisions, the duties and activities shall be limited to those of a routine and administrative nature, such as preparing minutes and maintaining statutory returns. In those circumstances, the significance of any threats shall be evaluated and safeguards applied when necessary to eliminate the threats or reduce them to an acceptable level.

290.149 Performing routine administrative services to support a company secretarial function or providing advice in relation to company secretarial administration matters does not

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generally create threats to independence, as long as client management makes all relevant decisions.

Long Association of Senior Personnel (Including Partner Rotation) with an Audit Client

General Provisions

290.150 Familiarity and self-interest threats are created by using the same senior personnel on an audit engagement over a long period of time. The significance of the threats will depend on factors such as:

• How long the individual has been a member of the audit team;

• The role of the individual on the audit team;

• The structure of the firm;

• The nature of the audit engagement;

• Whether the client’s management team has changed; and

• Whether the nature or complexity of the client’s accounting and reporting issues has changed.

The significance of the threats shall be evaluated and safeguards applied when necessary to eliminate the threats or reduce them to an acceptable level. Examples of such safeguards include:

• Rotating the senior personnel off the audit team;

• Having a professional accountant who was not a member of the audit team review the work of the senior personnel; or

• Regular independent internal or external quality reviews of the engagement.

Audit Clients that are Public Interest Entities

290.151 In respect of an audit of a public interest entity, an individual shall not be a key audit partner for more than seven years. After such time, the individual shall not be a member of the engagement team or be a key audit partner for the client for two years. During that period, the individual shall not participate in the audit of the entity, provide quality control for the engagement, consult with the engagement team or the client regarding technical or industry-specific issues, transactions or events or otherwise directly influence the outcome of the engagement.

290.152 Despite paragraph 290.151, key audit partners whose continuity is especially important to audit quality may, in rare cases due to unforeseen circumstances outside the firm’s control, be permitted an additional year on the audit team as long as the threat to independence can be eliminated or reduced to an acceptable level by applying safeguards. For example, a key audit partner may remain on the audit team for up to one additional year in circumstances where, due to unforeseen events, a required rotation was not possible, as might be the case due to serious illness of the intended engagement partner.

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290.153 The long association of other partners with an audit client that is a public interest entity creates familiarity and self-interest threats. The significance of the threats will depend on factors such as:

• How long any such partner has been associated with the audit client;

• The role, if any, of the individual on the audit team; and

• The nature, frequency and extent of the individual’s interactions with the client’s management or those charged with governance.

The significance of the threats shall be evaluated and safeguards applied when necessary to eliminate the threats or reduce them to an acceptable level. Examples of such safeguards include:

• Rotating the partner off the audit team or otherwise ending the partner’s association with the audit client; or

• Regular independent internal or external quality reviews of the engagement.

290.154 When an audit client becomes a public interest entity, the length of time the individual has served the audit client as a key audit partner before the client becomes a public interest entity shall be considered in determining when the individual shall be rotated. If the individual has served the audit client as a key audit partner for five years or less when the client becomes a public interest entity, the number of years the individual may continue to serve the client in that capacity before rotating off the engagement is seven years less the number of years already served. If the individual has served the audit client as a key audit partner for six or more years when the client becomes a public interest entity, the partner may continue to serve in that capacity for two additional years before rotating off the engagement.

290.155 When a firm has only a few people with the necessary knowledge and experience to serve as a key audit partner on the audit of a public interest entity, rotation of key audit partners may not be an available safeguard. If an independent regulator in the relevant jurisdiction has provided an exemption from partner rotation in such circumstances, an individual may remain a key audit partner for more than seven years, in accordance with such regulation, provided that the independent regulator has specified alternative safeguards which are applied, such as a regular independent external review.

Provision of Non-assurance Services to Audit Clients

290.156 Firms have traditionally provided to their audit clients a range of non-assurance services that are consistent with their skills and expertise. Providing non-assurance services may, however, create threats to the independence of the firm or members of the audit team. The threats created are most often self-review, self-interest and advocacy threats.

290.157 New developments in business, the evolution of financial markets and changes in information technology make it impossible to draw up an all-inclusive list of non-assurance services that might be provided to an audit client. When specific guidance on

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a particular non-assurance service is not included in this section, the conceptual framework shall be applied when evaluating the particular circumstances.

290.158 Before the firm accepts an engagement to provide a non-assurance service to an audit client, a determination shall be made as to whether providing such a service would create a threat to independence. In evaluating the significance of any threat created by a particular non-assurance service, consideration shall be given to any threat that the audit team has reason to believe is created by providing other related non-assurance services. If a threat is created that cannot be reduced to an acceptable level by the application of safeguards, the non-assurance service shall not be provided.

290.159 Providing certain non-assurance services to an audit client may create a threat to independence so significant that no safeguards could reduce the threat to an acceptable level. However, the inadvertent provision of such a service to a related entity, division or in respect of a discrete financial statement item of such a client does not compromise independence if any threats have been reduced to an acceptable level by arrangements for that related entity, division or discrete financial statement item to be audited by another firm or when another firm re-performs the non-assurance service to the extent necessary to enable it to take responsibility for that service.

290.160 A firm may provide non-assurance services that would otherwise be restricted under this section to the following related entities of the audit client:

(a) An entity, which is not an audit client, that has direct or indirect control over the audit client; or

(b) An entity, which is not an audit client, that is under common control with the audit client

if it is reasonable to conclude that (a) the services do not create a self-review threat because the results of the services will not be subject to audit procedures and (b) any threats that are created by the provision of such services are eliminated or reduced to an acceptable level by the application of safeguards.

290.161 A non-assurance service provided to an audit client does not compromise the firm’s independence when the client becomes a public interest entity if:

(a) The previous non-assurance service complies with the provisions of this section that relate to audit clients that are not public interest entities;

(b) Services that are not permitted under this section for audit clients that are public interest entities are terminated before or as soon as practicable after the client becomes a public interest entity; and

(c) The firm applies safeguards when necessary to eliminate or reduce to an acceptable level any threats to independence arising from the service.

Management Responsibilities

290.162 Management of an entity performs many activities in managing the entity in the best interests of stakeholders of the entity. It is not possible to specify every activity that is a

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management responsibility. However, management responsibilities involve leading and directing an entity, including making significant decisions regarding the acquisition, deployment and control of human, financial, physical and intangible resources.

290.163 Whether an activity is a management responsibility depends on the circumstances and requires the exercise of judgment. Examples of activities that would generally be considered a management responsibility include:

• Setting policies and strategic direction;

• Directing and taking responsibility for the actions of the entity’s employees;

• Authorizing transactions;

• Deciding which recommendations of the firm or other third parties to implement;

• Taking responsibility for the preparation and fair presentation of the financial statements in accordance with the applicable financial reporting framework; and

• Taking responsibility for designing, implementing and maintaining internal control.

290.164 Activities that are routine and administrative, or involve matters that are insignificant, generally are not deemed to be a management responsibility. For example, executing an insignificant transaction that has been authorized by management or monitoring the dates for filing statutory returns and advising an audit client of those dates is not deemed to be a management responsibility. Further, providing advice and recommendations to assist management in discharging its responsibilities is not assuming a management responsibility.

290.165 If a firm were to assume a management responsibility for an audit client, the threats created would be so significant that no safeguards could reduce the threats to an acceptable level. For example, deciding which recommendations of the firm to implement will create self-review and self-interest threats. Further, assuming a management responsibility creates a familiarity threat because the firm becomes too closely aligned with the views and interests of management. Therefore, the firm shall not assume a management responsibility for an audit client.

290.166 To avoid the risk of assuming a management responsibility when providing non-assurance services to an audit client, the firm shall be satisfied that a member of management is responsible for making the significant judgments and decisions that are the proper responsibility of management, evaluates the results of the service and accepts responsibility for the actions to be taken arising from the results of the service. This reduces the risk of the firm inadvertently making any significant judgments or decisions on behalf of management. The risk is further reduced when the firm gives the client the opportunity to make judgments and decisions based on an objective and transparent analysis and presentation of the issues.

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Preparing Accounting Records and Financial Statements

General Provisions

290.167 Management is responsible for the preparation and fair presentation of the financial statements in accordance with the applicable financial reporting framework. These responsibilities include:

• Originating or changing journal entries, or determining the account classifications of transactions; and

• Preparing or changing source documents or originating data, in electronic or other form, evidencing the occurrence of a transaction (for example, purchase orders, payroll time records, and customer orders).

290.168 Providing an audit client with accounting and bookkeeping services, such as preparing accounting records or financial statements, creates a self-review threat when the firm subsequently audits the financial statements.

290.169 The audit process, however, necessitates dialogue between the firm and management of the audit client, which may involve (a) the application of accounting standards or policies and financial statement disclosure requirements, (b) the appropriateness of financial and accounting control and the methods used in determining the stated amounts of assets and liabilities, or (c) proposing adjusting journal entries. These activities are considered to be a normal part of the audit process and do not, generally, create threats to independence.

290.170 Similarly, the client may request technical assistance from the firm on matters such as resolving account reconciliation problems or analyzing and accumulating information for regulatory reporting. In addition, the client may request technical advice on accounting issues such as the conversion of existing financial statements from one financial reporting framework to another (for example, to comply with group accounting policies or to transition to a different financial reporting framework such as International Financial Reporting Standards). Such services do not, generally, create threats to independence provided the firm does not assume a management responsibility for the client.

Audit Clients that are Not Public Interest Entities

290.171 The firm may provide services related to the preparation of accounting records and financial statements to an audit client that is not a public interest entity where the services are of a routine or mechanical nature, so long as any self-review threat created is reduced to an acceptable level. Examples of such services include:

• Providing payroll services based on client-originated data;

• Recording transactions for which the client has determined or approved the appropriate account classification;

• Posting transactions coded by the client to the general ledger;

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• Posting client-approved entries to the trial balance; and

• Preparing financial statements based on information in the trial balance.

In all cases, the significance of any threat created shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Arranging for such services to be performed by an individual who is not a member of the audit team; or

• If such services are performed by a member of the audit team, using a partner or senior staff member with appropriate expertise who is not a member of the audit team to review the work performed.

Audit Clients that are Public Interest Entities

290.172 Except in emergency situations, a firm shall not provide to an audit client that is a public interest entity accounting and bookkeeping services, including payroll services, or prepare financial statements on which the firm will express an opinion or financial information which forms the basis of the financial statements.

290.173 Despite paragraph 290.172, a firm may provide accounting and bookkeeping services, including payroll services and the preparation of financial statements or other financial information, of a routine or mechanical nature for divisions or related entities of an audit client that is a public interest entity if the personnel providing the services are not members of the audit team and:

• The divisions or related entities for which the service is provided are collectively immaterial to the financial statements on which the firm will express an opinion; or

• The services relate to matters that are collectively immaterial to the financial statements of the division or related entity.

Emergency Situations

290.174 Accounting and bookkeeping services, which would otherwise not be permitted under this section, may be provided to audit clients in emergency or other unusual situations when it is impractical for the audit client to make other arrangements. This may be the case when (a) only the firm has the resources and necessary knowledge of the client’s systems and procedures to assist the client in the timely preparation of its accounting records and financial statements, and (b) a restriction on the firm’s ability to provide the services would result in significant difficulties for the client (for example, as might result from a failure to meet regulatory reporting requirements). In such situations, a firm may provide such services if:

(a) Those who provide the services are not members of the audit team; and

(b) The services are provided for only a short period of time and are not expected to recur.

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In addition, the situation shall be discussed with those charged with governance.

Valuation Services

General Provisions

290.175 A valuation comprises the making of assumptions with regard to future developments, the application of appropriate methodologies and techniques, and the combination of both to compute a certain value, or range of values, for an asset, a liability or for a business as a whole.

290.176 Performing valuation services for an audit client may create a self-review threat. The existence and significance of any threat will depend on factors such as:

• Whether the valuation will have a material effect on the financial statements.

• The extent of the client’s involvement in determining and approving the valuation methodology and other significant matters of judgment.

• The availability of established methodologies and professional guidelines.

• For valuations involving standard or established methodologies, the degree of subjectivity inherent in the item.

• The reliability and extent of the underlying data.

• The degree of dependence on future events of a nature that could create significant volatility inherent in the amounts involved.

• The extent and clarity of the disclosures in the financial statements.

The significance of any threat created shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Having a professional who was not involved in providing the valuation service review the audit or valuation work performed; or

• Making arrangements so that personnel providing such services do not participate in the audit engagement.

290.177 Certain valuations do not involve a significant degree of subjectivity. This is likely the case where the underlying assumptions are either established by law or regulation, or are widely accepted and when the techniques and methodologies to be used are based on generally accepted standards or prescribed by law or regulation. In such circumstances, the results of a valuation performed by two or more parties are not likely to be materially different.

290.178 If a firm is requested to perform a valuation to assist an audit client with its tax reporting obligations or for tax planning purposes and the results of the valuation will not have a direct effect on the financial statements, the provisions included in paragraph 290.191 apply.

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Audit Clients that are Not Public Interest Entities

290.179 In the case of an audit client that is not a public interest entity, if the valuation service has a material effect on the financial statements on which the firm will express an opinion and the valuation involves a significant degree of subjectivity, no safeguards could reduce the self-review threat to an acceptable level. Accordingly, the firm shall either not provide the valuation service or shall withdraw from the audit engagement.

Audit Clients that are Public Interest Entities

290.180 A firm shall not provide valuation services to an audit client that is a public interest entity if the valuations would have a material effect, separately or in the aggregate, on the financial statements on which the firm will express an opinion.

Taxation Services

290.181 Taxation services comprise a broad range of services, including:

• Tax return preparation;

• Tax calculations for the purpose of preparing the accounting entries;

• Tax planning and other tax advisory services; and

• Assistance in the resolution of tax disputes.

While taxation services provided by a firm to an audit client are addressed separately under each of these broad headings; in practice, these activities are often interrelated.

290.182 Performing certain tax services creates self-review and advocacy threats. The existence and significance of any threats will depend on factors such as (a) the system by which the tax authorities assess and administer the tax in question and the role of the firm in that process, (b) the complexity of the relevant tax regime and the degree of judgment necessary in applying it, (c) the particular characteristics of the engagement, and (d) the level of tax expertise of the client’s employees.

Tax Return Preparation

290.183 Tax return preparation services involve assisting clients with their tax reporting obligations by drafting and completing information, including the amount of tax due (usually on standardized forms) required to be submitted to the applicable tax authorities. Such services also include advising on the tax return treatment of past transactions and responding on behalf of the audit client to the tax authorities’ requests for additional information and analysis (including providing explanations of and technical support for the approach being taken). Tax return preparation services are generally based on historical information and principally involve analysis and presentation of such historical information under existing tax law, including precedents and established practice. Further, the tax returns are subject to whatever review or approval process the tax authority deems appropriate. Accordingly, providing such services does not generally create a threat to independence if management takes responsibility for the returns including any significant judgments made.

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Tax Calculations for the Purpose of Preparing the Accounting Entries

290.184 Preparing calculations of current and deferred tax liabilities (or assets) for an audit client for the purpose of preparing accounting entries that will be subsequently audited by the firm creates a self-review threat. The significance of the threat will depend on (a) the complexity of the relevant tax law and regulation and the degree of judgment necessary in applying them, (b) the level of tax expertise of the client’s personnel, and (c) the materiality of the amounts to the financial statements. Safeguards shall be applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Using professionals who are not members of the audit team to perform the service;

• If the service is performed by a member of the audit team, using a partner or senior staff member with appropriate expertise who is not a member of the audit team to review the tax calculations; or

• Obtaining advice on the service from an external tax professional.

Audit Clients that are Public Interest Entities

290.185 Except in emergency situations, in the case of an audit client that is a public interest entity, a firm shall not prepare tax calculations of current and deferred tax liabilities (or assets) for the purpose of preparing accounting entries that are material to the financial statements on which the firm will express an opinion.

290.186 The preparation of calculations of current and deferred tax liabilities (or assets) for an audit client for the purpose of the preparation of accounting entries, which would otherwise not be permitted under this section, may be provided to audit clients in emergency or other unusual situations when it is impractical for the audit client to make other arrangements. This may be the case when (a) only the firm has the resources and necessary knowledge of the client’s business to assist the client in the timely preparation of its calculations of current and deferred tax liabilities (or assets), and (b) a restriction on the firm’s ability to provide the services would result in significant difficulties for the client (for example, as might result from a failure to meet regulatory reporting requirements). In such situations, a firm may provide such services if:

(a) Those who provide the services are not members of the audit team; and

(b) The services are provided for only a short period of time and are not expected to recur.

In addition, the situation shall be discussed with those charged with governance.

Tax Planning and Other Tax Advisory Services

290.187 Tax planning or other tax advisory services comprise a broad range of services, such as advising the client how to structure its affairs in a tax efficient manner or advising on the application of a new tax law or regulation.

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290.188 A self-review threat may be created where the advice will affect matters to be reflected in the financial statements. The existence and significance of any threat will depend on factors such as:

• The degree of subjectivity involved in determining the appropriate treatment for the tax advice in the financial statements;

• The extent to which the outcome of the tax advice will have a material effect on the financial statements;

• Whether the effectiveness of the tax advice depends on the accounting treatment or presentation in the financial statements and there is doubt as to the appropriateness of the accounting treatment or presentation under the relevant financial reporting framework;

• The level of tax expertise of the client’s employees;

• The extent to which the advice is supported by tax law or regulation, other precedent or established practice; and

• Whether the tax treatment is supported by a private ruling or has otherwise been cleared by the tax authority before the preparation of the financial statements.

For example, providing tax planning and other tax advisory services where the advice is clearly supported by tax authority or other precedent, by established practice or has a basis in tax law that is likely to prevail does not generally create a threat to independence.

290.189 The significance of any threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Using professionals who are not members of the audit team to perform the service;

• Having a tax professional, who was not involved in providing the tax service, advise the audit team on the service and review the financial statement treatment;

• Obtaining advice on the service from an external tax professional; or

• Obtaining pre-clearance or advice from the tax authorities.

290.190 Where the effectiveness of the tax advice depends on a particular accounting treatment or presentation in the financial statements and:

(a) The audit team has reasonable doubt as to the appropriateness of the related accounting treatment or presentation under the relevant financial reporting framework; and

(b) The outcome or consequences of the tax advice will have a material effect on the financial statements on which the firm will express an opinion;

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the self-review threat would be so significant that no safeguards could reduce the threat to an acceptable level, in which case such tax advice shall not be provided. The only other course of action would be to withdraw from the audit engagement.

290.191 In providing tax services to an audit client, a firm may be requested to perform a valuation to assist the client with its tax reporting obligations or for tax planning purposes. Where the result of the valuation will have a direct effect on the financial statements, the provisions included in paragraphs 290.175 to 290.180 relating to valuation services are applicable. Where the valuation is performed for tax purposes only and the result of the valuation will not have a direct effect on the financial statements (i.e. the financial statements are only affected through accounting entries related to tax), this would not generally create threats to independence if such effect on the financial statements is immaterial or if the valuation is subject to external review by a tax authority or similar regulatory authority. If the valuation is not subject to such an external review and the effect is material to the financial statements, the existence and significance of any threat created will depend upon factors such as:

• The extent to which the valuation methodology is supported by tax law or regulation, other precedent or established practice and the degree of subjectivity inherent in the valuation.

• The reliability and extent of the underlying data.

The significance of any threat created shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Using professionals who are not members of the audit team to perform the service;

• Having a professional review the audit work or the result of the tax service; or

• Obtaining pre-clearance or advice from the tax authorities.

Assistance in the Resolution of Tax Disputes

290.192 An advocacy or self-review threat may be created when the firm represents an audit client in the resolution of a tax dispute once the tax authorities have notified the client that they have rejected the client’s arguments on a particular issue and either the tax authority or the client is referring the matter for determination in a formal proceeding, for example before a tribunal or court. The existence and significance of any threat will depend on factors such as:

• Whether the firm has provided the advice which is the subject of the tax dispute;

• The extent to which the outcome of the dispute will have a material effect on the financial statements on which the firm will express an opinion;

• The extent to which the matter is supported by tax law or regulation, other precedent, or established practice;

• Whether the proceedings are conducted in public; and

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• The role management plays in the resolution of the dispute.

The significance of any threat created shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Using professionals who are not members of the audit team to perform the service;

• Having a tax professional, who was not involved in providing the tax service, advise the audit team on the services and review the financial statement treatment; or

• Obtaining advice on the service from an external tax professional.

290.193 Where the taxation services involve acting as an advocate for an audit client before a public tribunal or court in the resolution of a tax matter and the amounts involved are material to the financial statements on which the firm will express an opinion, the advocacy threat created would be so significant that no safeguards could eliminate or reduce the threat to an acceptable level. Therefore, the firm shall not perform this type of service for an audit client. What constitutes a “public tribunal or court” shall be determined according to how tax proceedings are heard in the particular jurisdiction.

290.194 The firm is not, however, precluded from having a continuing advisory role (for example, responding to specific requests for information, providing factual accounts or testimony about the work performed or assisting the client in analyzing the tax issues) for the audit client in relation to the matter that is being heard before a public tribunal or court.

Paragraphs 290.195 to 290.201 as re-exposed for comment by the IESBA in May 2008 are included below. Internal Audit Services

General Provisions

290.195 The scope and objectives of internal audit activities vary widely and depend on the size and structure of the entity and the requirements of management and those charged with governance. Internal audit activities may include one or more of the following:

(a) Monitoring of internal control―reviewing controls, monitoring their operation and recommending improvements thereto;

(b) Examination of financial and operating information – reviewing the means used to identify, measure, classify and report financial and operating information, and specific inquiry into individual items including detailed testing of transactions, balances and procedures;

(c) Review of the economy, efficiency and effectiveness of operating activities including non-financial activities of an entity; and

(d) Review of compliance with laws, regulations and other external requirements, and with management policies and directives and other internal requirements.

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290.196 Internal audit services involve assisting the audit client in the performance of its internal audit activities. The provision of internal audit services to an audit client creates a self-review threat to independence if the firm uses the internal audit work in the course of a subsequent external audit. Assisting an audit client in the performance of a significant part of the client’s internal audit activities increases the possibility that firm personnel providing internal audit services will assume a management responsibility. If the firm’s personnel assume a management responsibility when providing internal audit services to an audit client, the threat created would be so significant that no safeguards could reduce the threat to an acceptable level. Accordingly, a firm shall ensure that its personnel do not assume a management responsibility when providing internal audit services to an audit client.

290.197 Examples of internal audit services that involve assuming management responsibilities include:

(a) Setting internal audit policies or the strategic direction of internal audit activities;

(b) Directing and taking responsibility for the actions of the entity’s internal audit employees;

(c) Deciding which recommendations resulting from internal audit activities to implement;

(d) Reporting the results of the internal audit activities to those charged with governance on behalf of management;

(e) Performing procedures that form part of the internal control, such as reviewing and approving changes to employee data access privileges;

(f) Taking responsibility for designing, implementing and maintaining internal control; and

(g) Performing outsourced internal audit services, comprising all or a substantial portion of the internal audit function, where the firm is responsible for determining the scope of the internal audit work and may have responsibility for one of more of the matters noted in (a)–(f).

290.198 To ensure that, in performing internal audit services, the firm does not assume a management responsibility, the firm shall only provide internal audit services to an audit client if all of the following conditions are met:

(a) The client designates an appropriate and competent resource, preferably within senior management, to be responsible at all times for internal audit activities and to acknowledge responsibility for designing, implementing, and maintaining internal control;

(b) The client’s management or those charged with governance reviews, assesses and approves the scope, risk and frequency of the internal audit services;

(c) The client’s management evaluates the adequacy of the internal audit services and the findings resulting from their performance;

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(d) The client’s management evaluates and determines which recommendations resulting from internal audit services to implement and manages the implementation process; and

(e) The client’s management reports to those charged with governance the significant findings and recommendations resulting from the internal audit services.

290.199 When a firm uses the work of an internal audit function, International Standards on Auditing require the performance of procedures to evaluate the adequacy of that work. When a firm accepts an engagement to provide internal audit services to an audit client, and the results of those services will be used in conducting the external audit, a self-review threat is created because of the possibility that the audit team will use the results of the internal audit service without appropriately evaluating those results or exercising the same level of professional skepticism as would be exercised when the internal audit work is performed by individuals who are not members of the firm. The significance of the threat will depend on factors such as:

• The materiality of the related financial statement amounts;

• The risk of misstatement of the assertions related to those financial statement amounts; and

• The degree of reliance that will be placed on the internal audit service.

The significance of the threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. An example of such a safeguard is using professionals who are not members of the audit team to perform the internal audit service.

Audit Clients that are Public Interest Entities

290.200 In the case of an audit client that is a public interest entity, a firm shall not provide internal audit services that relate to the internal accounting controls, financial systems or financial statements.

290.201 A firm is not, however, precluded from providing to an audit client that is a public interest entity a non-recurring internal audit service to evaluate a specific matter that relates to the internal accounting controls, financial systems or financial statements provided the conditions in paragraph 290.198 are met, the facts and circumstances related to the service are discussed with those charged with governance, the service would otherwise be permitted under Section 290, and safeguards are applied when necessary to reduce any threat to an acceptable level.

IT Systems Services

General Provisions

290.202 Services related to information technology (“IT”) systems include the design or implementation of hardware or software systems. The systems may aggregate source data, form part of the internal control over financial reporting or generate information

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that affects the accounting records or financial statements, or the systems may be unrelated to the audit client’s accounting records, the internal control over financial reporting or financial statements. Providing systems services may create a self-review threat depending on the nature of the services and the IT systems.

290.203 The following IT systems services are not deemed to create a threat to independence as long as firm personnel do not assume a management responsibility:

(a) Design or implementation of IT systems that are unrelated to internal control over financial reporting;

(b) Design or implementation of IT systems that do not generate information forming a significant part of the accounting records or financial statements;

(c) Implementation of “off-the-shelf” accounting or financial information reporting software that was not developed by the firm if the customization required to meet the client’s needs is not significant; and

(d) Evaluating and making recommendations with respect to a system designed, implemented or operated by another service provider or the client.

Audit Clients that are Not Public Interest Entities

290.204 Providing services to an audit client that is not a public interest entity involving the design or implementation of IT systems that (a) form a significant part of the internal control over financial reporting or (b) generate information that is significant to the client’s accounting records or financial statements on which the firm will express an opinion creates a self-review threat.

290.205 The self-review threat is too significant to permit such services unless appropriate safeguards are put in place ensuring that:

(a) The client acknowledges its responsibility for establishing and monitoring a system of internal controls;

(b) The client assigns the responsibility to make all management decisions with respect to the design and implementation of the hardware or software system to a competent employee, preferably within senior management;

(c) The client makes all management decisions with respect to the design and implementation process;

(d) The client evaluates the adequacy and results of the design and implementation of the system; and

(e) The client is responsible for operating the system (hardware or software) and for the data it uses or generates.

290.206 Depending on the degree of reliance that will be placed on the particular IT systems as part of the audit, a determination shall be made as to whether such non-assurance services shall be provided only by personnel who are not members of the audit team and who have different reporting lines within the firm. The significance of any

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remaining threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. An example of such a safeguard is having a professional accountant review the audit or non-assurance work.

Audit Clients that are Public Interest Entities

290.207 In the case of an audit client that is a public interest entity, a firm shall not provide services involving the design or implementation of IT systems that (a) form a significant part of the internal control over financial reporting or (b) generate information that is significant to the client’s accounting records or financial statements on which the firm will express an opinion.

Litigation Support Services

290.208 Litigation support services may include activities such as acting as an expert witness, calculating estimated damages or other amounts that might become receivable or payable as the result of litigation or other legal dispute, and assistance with document management and retrieval. These services may create a self-review or advocacy threat.

290.209 If the firm provides a litigation support service to an audit client and the service involves estimating damages or other amounts that affect the financial statements on which the firm will express an opinion, the valuation service provisions included in paragraphs 290.175 to 290.180 shall be followed. In the case of other litigation support services, the significance of any threat created shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level.

Legal Services

290.210 For the purpose of this section, legal services are defined as any services for which the person providing the services must either be admitted to practice law before the courts of the jurisdiction in which such services are to be provided or have the required legal training to practice law. Such legal services may include, depending on the jurisdiction, a wide and diversified range of areas including both corporate and commercial services to clients, such as contract support, litigation, mergers and acquisition legal advice and support and assistance to clients’ internal legal departments. Providing legal services to an entity that is an audit client may create both self-review and advocacy threats.

290.211 Legal services that support an audit client in executing a transaction (e.g., contract support, legal advice, legal due diligence and restructuring) may create self-review threats. The existence and significance of any threat will depend on factors such as:

• The nature of the service;

• Whether the service is provided by a member of the audit team; and

• The materiality of any matter in relation to the client’s financial statements.

The significance of any threat created shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

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• Using professionals who are not members of the audit team to perform the service; or

• Having a professional who was not involved in providing the legal services provide advice to the audit team on the service and review any financial statement treatment.

290.212 Acting in an advocacy role for an audit client in resolving a dispute or litigation when the amounts involved are material to the financial statements on which the firm will express an opinion would create advocacy and self-review threats so significant that no safeguards could reduce the threat to an acceptable level. Therefore, the firm shall not perform this type of service for an audit client.

290.213 When a firm is asked to act in an advocacy role for an audit client in resolving a dispute or litigation when the amounts involved are not material to the financial statements on which the firm will express an opinion, the firm shall evaluate the significance of any advocacy and self-review threats created and apply safeguards when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Using professionals who are not members of the audit team to perform the service; or

• Having a professional who was not involved in providing the legal services advise the audit team on the service and review any financial statement treatment.

290.214 The appointment of a partner or an employee of the firm as General Counsel for legal affairs of an audit client would create self-review and advocacy threats that are so significant that no safeguards could reduce the threats to an acceptable level. The position of General Counsel is generally a senior management position with broad responsibility for the legal affairs of a company, and consequently, no member of the firm shall accept such an appointment for an audit client.

Recruiting Services

General Provisions

290.215 Providing recruiting services to an audit client may create self-interest, familiarity or intimidation threats. The existence and significance of any threat will depend on factors such as:

• The nature of the requested assistance; and

• The role of the person to be recruited.

The significance of any threat created shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. In all cases, the firm shall not assume management responsibilities, including acting as a negotiator on the client’s behalf, and the hiring decision shall be left to the client.

The firm may generally provide such services as reviewing the professional qualifications of a number of applicants and providing advice on their suitability for the

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post. In addition, the firm may interview candidates and advise on a candidate’s competence for financial accounting, administrative or control positions.

Audit Clients that are Public Interest Entities

290.216 A firm shall not provide the following recruiting services to an audit client that is a public interest entity with respect to a director or officer of the entity or senior management in a position to exert significant influence over the preparation of the client’s accounting records or the financial statements on which the firm will express an opinion:

• Searching for or seeking out candidates for such positions; and

• Undertaking reference checks of prospective candidates for such positions.

Corporate Finance Services

290.217 Providing corporate finance services such as (a) assisting an audit client in developing corporate strategies, (b) identifying possible targets for the audit client to acquire, (c) advising on disposal transactions, (d) assisting finance raising transactions, and (e) providing structuring advice may create advocacy and self-review threats. The significance of any threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Using professionals who are not members of the audit team to provide the services; or

• Having a professional who was not involved in providing the corporate finance service advise the audit team on the service and review the accounting treatment and any financial statement treatment.

290.218 Providing a corporate finance service, for example advice on the structuring of a corporate finance transaction or on financing arrangements that will directly affect amounts that will be reported in the financial statements on which the firm will provide an opinion may create a self-review threat. The existence and significance of any threat will depend on factors such as:

• The degree of subjectivity involved in determining the appropriate treatment for the outcome or consequences of the corporate finance advice in the financial statements;

• The extent to which the outcome of the corporate finance advice will directly affect amounts recorded in the financial statements and the extent to which the amounts are material to the financial statements; and

• Whether the effectiveness of the corporate finance advice depends on a particular accounting treatment or presentation in the financial statements and there is doubt as to the appropriateness of the related accounting treatment or presentation under the relevant financial reporting framework.

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The significance of any threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Using professionals who are not members of the audit team to perform the service; or

• Having a professional who was not involved in providing the corporate finance service to the client advise the audit team on the service and review the accounting treatment and any financial statement treatment.

290.219 Where the effectiveness of corporate finance advice depends on a particular accounting treatment or presentation in the financial statements and:

(a) The audit team has reasonable doubt as to the appropriateness of the related accounting treatment or presentation under the relevant financial reporting framework; and

(b) The outcome or consequences of the corporate finance advice will have a material effect on the financial statements on which the firm will express an opinion;

the self-review threat would be so significant that no safeguards could reduce the threat to an acceptable level, in which case the corporate finance advice shall not be provided.

290.220 Providing corporate finance services involving promoting, dealing in, or underwriting an audit client’s shares would create an advocacy or self-review threat that is so significant that no safeguards could reduce the threat to an acceptable level. Accordingly, a firm shall not provide such services to an audit client.

Paragraph 290.223 as re-exposed for comment by the IESBA in May 2008 is included below.

Fees

Fees―Relative Size

290.221 When the total fees from an audit client represent a large proportion of the total fees of the firm expressing the audit opinion, the dependence on that client and concern about losing the client creates a self-interest threat. The significance of the threat will depend on factors such as:

• The operating structure of the firm;

• Whether the firm is well established or new; and

• The significance of the client qualitatively and/or quantitatively to the firm.

The significance of the threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Reducing the dependency on the client;

• External quality control reviews; or

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• Consulting a third party, such as a professional regulatory body or another professional accountant, on key audit judgments.

290.222 A self-interest threat is also created when the fees generated from an audit client represent a large proportion of the revenue from an individual partner’s clients or a large proportion of the revenue of an individual office of the firm. The significance of the threat will depend upon factors such as:

• The significance of the client qualitatively and/or quantitatively to the partner or office; and

• The extent to which the remuneration of the partner, or the partners in the office, is dependent upon the fees generated from the client.

The significance of the threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Reducing the dependency on the audit client;

• Having a professional accountant review the work or otherwise advise as necessary; or

• Regular independent internal or external quality reviews of the engagement.

Audit Clients that are Public Interest Entities

290.223 In the case of an audit client that is a public interest entity when, for two consecutive years, the total fees from the client and its related entities (subject to the considerations in paragraph 290.27) represent more than 15% of the total fees received by the firm expressing the opinion on the financial statements of the client, the self-interest threat created would be too significant unless the firm discloses to those charged with governance of the audit client the fact that the total of such fees represents more than 15% of the total fees received by the firm and discusses which of the safeguards below will be applied to reduce the threat to an acceptable level:

• After the audit opinion on the second year’s financial statements has been issued, and before the issuance of the audit opinion on the third year’s financial statements, a professional accountant, who is not a member of the firm expressing the opinion on the financial statements of the client, or a professional regulatory body performs a review that is equivalent to an engagement quality control review∗ (“a post-issuance review”); or

• Prior to the issuance of the audit opinion on the second year’s financial statements, a professional accountant, who is not a member of the firm expressing the opinion on the financial statements of the client, performs an engagement quality control review or a professional regulatory body performs a review that is equivalent to an engagement quality control review (“a pre-issuance review”)

∗ See Definitions.

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When the total fees significantly exceed 15%, the firm shall determine whether the significance of the threat is such that a post-issuance review would not reduce the threat to an acceptable level and, therefore, a pre-issuance review is required. In such circumstances a pre-issuance review shall be performed.

Thereafter, when the fees continue to exceed 15%, each year the disclosure to and discussion with those charged with governance shall occur and one of the above safeguards shall be applied. If the fees significantly exceed 15%, the firm shall determine whether the significance of the threat is such that a post-issuance review would not reduce the threat to an acceptable level and, therefore, a pre-issuance review is required. In such circumstances a pre-issuance review shall be performed.

Fees―Overdue

290.224 A self-interest threat may be created if fees due from an audit client remain unpaid for a long time, especially if a significant part is not paid before the issue of the audit report for the following year. Generally the firm shall require payment of such fees before the audit report is issued. If the fee remains unpaid after the report has been issued, the existence and significance of any threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. An example of such a safeguard is having an additional professional accountant who did not take part in the audit engagement, provide advice or review the work performed. The firm shall also consider whether the overdue fees might be regarded as being equivalent to a loan to the client and whether, because of the significance of the overdue fees, it is appropriate for the firm to be re-appointed.

Contingent Fees

290.225 Contingent fees are fees calculated on a predetermined basis relating to the outcome of a transaction or the result of the services performed by the firm. For the purposes of this section, a fee is not regarded as being contingent if established by a court or other public authority.

290.226 A contingent fee charged directly or indirectly, for example through an intermediary, by a firm in respect of an audit engagement creates a self-interest threat that is so significant that no safeguards could reduce the threat to an acceptable level. Accordingly, a firm shall not enter into any such fee arrangement.

290.228 A contingent fee charged directly or indirectly, for example through an intermediary, by a firm in respect of a non-assurance service provided to an audit client may also create a self-interest threat. The threat created would be so significant that no safeguards could reduce the threat to an acceptable level if:

(a) The fee is charged by the firm expressing the opinion on the financial statements and the fee is material or expected to be material to that firm;

(b) The fee is charged by a network firm that participates in a significant part of the audit and the fee is material or expected to be material to that firm; or

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(c) The outcome of the non-assurance service, and therefore the amount of the fee, is dependent on a future or contemporary judgment related to the audit of a material amount in the financial statements.

Accordingly, such arrangements shall not be accepted.

290.228 For other contingent fee arrangements charged by a firm for a non-assurance service to an audit client, the existence and significance of any threats will depend on factors such as:

• The range of possible fee amounts;

• Whether an appropriate authority determines the outcome of the matter upon which the contingent fee will be determined;

• The nature of the service; and

• The effect of the event or transaction on the financial statements.

The significance of any threats shall be evaluated and safeguards applied when necessary to eliminate the threats or reduce them to an acceptable level. Examples of such safeguards include:

• Having a professional accountant review the relevant audit work or otherwise advise as necessary; or

• Using professionals who are not members of the audit team to perform the non-assurance service.

Compensation and Evaluation Policies

290.229 A self-interest threat is created when a member of the audit team is evaluated on or compensated for selling non-assurance services to that audit client. The significance of the threat will depend on:

• The proportion of the individual’s compensation or performance evaluation that is based on the sale of such services;

• The role of the individual on the audit team; and

• Whether promotion decisions are influenced by the sale of such services.

The significance of the threat shall be evaluated and, if the threat is not at an acceptable level, the firm shall either revise the compensation plan or evaluation process for that individual or apply safeguards to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Removing such members from the audit team; or

• Having a professional accountant review the work of the member of the audit team.

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290.230 A key audit partner shall not be evaluated on or compensated based on that partner’s success in selling non-assurance services to the partner’s audit client. This is not intended to prohibit normal profit-sharing arrangements between partners of a firm.

Gifts and Hospitality

290.231 Accepting gifts or hospitality from an audit client may create self-interest and familiarity threats. If a firm or a member of the audit team accepts gifts or hospitality, unless the value is trivial and inconsequential, the threats created would be so significant that no safeguards could reduce the threats to an acceptable level. Consequently, a firm or a member of the audit team shall not accept such gifts or hospitality.

Actual or Threatened Litigation

290.232 When litigation takes place, or appears likely, between the firm or a member of the audit team and the audit client, self-interest and intimidation threats are created. The relationship between client management and the members of the audit team must be characterized by complete candor and full disclosure regarding all aspects of a client’s business operations. When the firm and the client’s management are placed in adversarial positions by actual or threatened litigation, affecting management’s willingness to make complete disclosures, self-interest and intimidation threats are created. The significance of the threats created will depend on such factors as:

• The materiality of the litigation; and

• Whether the litigation relates to a prior audit engagement.

The significance of the threats shall be evaluated and safeguards applied when necessary to eliminate the threats or reduce them to an acceptable level. Examples of such safeguards include:

• If the litigation involves a member of the audit team, removing that individual from the audit team; or

• Having a professional review the work performed.

If such safeguards do not reduce the threats to an acceptable level, the only appropriate action is to withdraw from, or decline, the audit engagement.

Paragraphs 290.233 to 290.499 are intentionally left blank.

Reports that Include a Restriction on Use and Distribution

Introduction

290.500 The independence requirements in Section 290 apply to all audit engagements. However, in certain circumstances involving audit engagements where the report includes a restriction on use and distribution, and provided the conditions described in 290.501 to 290.502 are met, the independence requirements in this section may be modified as provided in paragraphs 290.505 to 290.514. These paragraphs are only

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applicable to an audit engagement on special purpose financial statements∗ (a) that is intended to provide a conclusion in positive or negative form that the financial statements are prepared in all material respects, in accordance with the applicable financial reporting framework, including, in the case of a fair presentation framework, that the financial statements give a true and fair view or are presented fairly, in all material respects, in accordance with the applicable financial reporting framework, and (b) where the audit report includes a restriction on use and distribution. The modifications are not permitted in the case of an audit of financial statements required by law or regulation.

290.501 The modifications to the requirements of Section 290 are permitted if the intended users of the report (a) are knowledgeable as to the purpose and limitations of the report, and (b) explicitly agree to the application of the modified independence requirements. Knowledge as to the purpose and limitations of the report may be obtained by the intended users through their participation, either directly or indirectly through their representative who has the authority to act for the intended users, in establishing the nature and scope of the engagement. Such participation enhances the ability of the firm to communicate with intended users about independence matters, including the circumstances that are relevant to the evaluation of the threats to independence and the applicable safeguards necessary to eliminate the threats or reduce them to an acceptable level, and to obtain their agreement to the modified independence requirements that are to be applied.

290.502 The firm shall communicate (for example, in an engagement letter) with the intended users regarding the independence requirements that are to be applied with respect to the provision of the audit engagement. Where the intended users are a class of users (for example, lenders in a syndicated loan arrangement) who are not specifically identifiable by name at the time the engagement terms are established, such users shall subsequently be made aware of the independence requirements agreed to by the representative (for example, by the representative making the firm’s engagement letter available to all users).

290.503 If the firm also issues an audit report that does not include a restriction on use and distribution for the same client, the provisions of paragraphs 290.500 to 290.514 do not change the requirement to apply the provisions of paragraphs 290.1 to 290.232 to that audit engagement.

290.504 The modifications to the requirements of Section 290 that are permitted in the circumstances set out above are described in paragraphs 290.505 to 290.514. Compliance in all other respects with the provisions of Section 290 is required.

∗ See Definitions.

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Public Interest Entities

290.505 When the conditions set out in paragraphs 290.500 to 290.502 are met, it is not necessary to apply the additional requirements in paragraphs 290.100 to 290.232 that apply to audit engagements for public interest entities.

Related Entities

290.506 When the conditions set out in paragraphs 290.500 to 290.502 are met, references to audit client do not include its related entities. However, when the audit team knows or has reason to believe that a relationship or circumstance involving a related entity of the client is relevant to the evaluation of the firm’s independence of the client, the audit team shall include that related entity when identifying and evaluating threats to independence and applying appropriate safeguards.

Networks and Network Firms

290.507 When the conditions set out in paragraphs 290.500 to 290.502 are met, reference to the firm does not include network firms. However, when the firm knows or has reason to believe that threats are created by any interests and relationships of a network firm, they shall be included in the evaluation of threats to independence.

Financial Interests, Loans and Guarantees, Close Business Relationships and Family and Personal Relationships

290.508 When the conditions set out in paragraphs 290.500 to 290.502 are met, the relevant provisions set out in paragraphs 290.102 to 290.145 apply only to the members of the engagement team, their immediate family members and close family members.

290.509 In addition, a determination shall be made as to whether threats to independence are created by interests and relationships, as described in paragraphs 290.102 to 290.145, between the audit client and the following members of the audit team:

(a) Those who provide consultation regarding technical or industry specific issues, transactions or events; and

(b) Those who provide quality control for the engagement, including those who perform the engagement quality control review.

An evaluation shall be made of the significance of any threats that the engagement team has reason to believe are created by interests and relationships between the audit client and others within the firm who can directly influence the outcome of the audit engagement, including those who recommend the compensation of, or who provide direct supervisory, management or other oversight of the audit engagement partner in connection with the performance of the audit engagement (including those at all successively senior levels above the engagement partner through to the individual who is the firm’s Senior or Managing Partner (Chief Executive or equivalent)).

290.510 An evaluation shall also be made of the significance of any threats that the engagement team has reason to believe are created by financial interests in the audit client held by

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individuals, as described in paragraphs 290.108 to 290.111 and paragraphs 290.113 to 290.115.

290.511 Where a threat to independence is not at an acceptable level, safeguards shall be applied to eliminate the threat or reduce it to an acceptable level.

290.512 In applying the provisions set out in paragraphs 290.106 and 290.115 to interests of the firm, if the firm has a material financial interest, whether direct or indirect, in the audit client, the self-interest threat created would be so significant that no safeguards could reduce the threat to an acceptable level. Accordingly, the firm shall not have such a financial interest.

Employment with an Audit Client

290.513 An evaluation shall be made of the significance of any threats from any employment relationships as described in paragraphs 290.134 to 290.138. Where a threat exists that is not at an acceptable level, safeguards shall be applied to eliminate the threat or reduce it to an acceptable level. Examples of safeguards that might be appropriate include those set out in paragraph 290.136.

Provision of Non-Assurance Services

290.514 If the firm conducts an engagement to issue a restricted use and distribution report for an audit client and provides a non-assurance service to the audit client, the provisions of paragraphs 290.156 to 290.232 shall be complied with, subject to paragraphs 290.504 to 290.507.

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SECTION 291

INDEPENDENCE―OTHER ASSURANCE ENGAGEMENTS

CONTENTS Paragraph

Objective and Structure of Section .................................................................................. 291.1

A Conceptual Framework Approach to Independence .................................................... 291.5

Assurance Engagements .................................................................................................. 291.12

Assertion-Based Assurance Engagements ....................................................................... 291.17

Direct Reporting Assurance Engagements ...................................................................... 291.20

Reports that Include a Restriction on Use and Distribution ............................................ 291.21

Multiple Responsible Parties ........................................................................................... 291.28

Documentation ................................................................................................................. 291.29

Engagement Period .......................................................................................................... 291.30

Other Considerations ....................................................................................................... 291.33

Application of the Conceptual Framework Approach to Independence .......................... 291.100

Financial Interests ............................................................................................................ 291.104

Loans and Guarantees ...................................................................................................... 291.113

Business Relationships ..................................................................................................... 291.119

Family and Personal Relationships .................................................................................. 291.121

Employment with Assurance Clients ............................................................................... 291.128

Recent Service with an Assurance Client ........................................................................ 291.132

Serving as a Director or Officer of an Assurance Client ................................................. 291.135

Long Association of Senior Personnel with Assurance Clients ....................................... 291.139

Provision of Non-assurance Services to Assurance Clients ............................................ 291.140

Management Responsibilities .................................................................................... 291.143

Other Considerations ................................................................................................. 291.148

Fees .................................................................................................................................. 291.151

Fees―Relative Size ................................................................................................... 291.151

Fees―Overdue .......................................................................................................... 291.153

Contingent Fees ......................................................................................................... 291.154

Gifts and Hospitality ........................................................................................................ 291.158

Actual or Threatened Litigation ....................................................................................... 291.159

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Objective and Structure of Section

291.1 This section addresses independence requirements for assurance engagements that are not audit or review engagements. Independence requirements for audit and review engagements are addressed in Section 290. If the assurance client is also an audit or review client, the requirements in Section 290 also apply to the firm, network firms and members of the audit or review team. In certain circumstances involving assurance engagements where the assurance report includes a restriction on use and distribution and provided certain conditions are met, the independence requirements in this section may be modified as provided in 291.21 to 291.27

291.2 Assurance engagements are designed to enhance intended users’ degree of confidence about the outcome of the evaluation or measurement of a subject matter against criteria. The International Framework for Assurance Engagements (the Assurance Framework) issued by the International Auditing and Assurance Standards Board describes the elements and objectives of an assurance engagement and identifies engagements to which International Standards on Assurance Engagements (ISAEs) apply. For a description of the elements and objectives of an assurance engagement, refer to the Assurance Framework.

291.3 Compliance with the fundamental principle of objectivity requires being independent of assurance clients. In the case of assurance engagements, it is in the public interest and, therefore, required by this Code of Ethics, that members of assurance teams and firms be independent of assurance clients and that any threats that the firm has reason to believe are created by a network firm’s interests and relationships be evaluated. In addition, when the assurance team knows or has reason to believe that a relationship or circumstance involving a related entity of the assurance client is relevant to the evaluation of the firm’s independence from the client, the assurance team shall include that related entity when identifying and evaluating threats to independence and applying appropriate safeguards.

291.4 The objective of this section is to assist firms and members of assurance teams in applying a conceptual framework approach described below to achieving and maintaining independence.

A Conceptual Framework Approach to Independence

291.5 Independence requires:

Independence of Mind

The state of mind that permits the expression of a conclusion without being affected by influences that compromise professional judgment, thereby allowing an individual to act with integrity and exercise objectivity and professional skepticism.

Independence in Appearance

The avoidance of facts and circumstances that are so significant that a reasonable and informed third party would be likely to conclude, weighing all the specific facts

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and circumstances, that a firm’s, or a member of the assurance team’s, integrity, objectivity or professional skepticism has been compromised.

291.6 A conceptual framework approach to achieving and maintaining independence involves using professional judgment to apply the framework. The framework requires the professional accountant to:

• Identify threats to independence;

• Evaluate the significance of the threats identified; and

• Apply safeguards when necessary, to eliminate the threats or reduce them to an acceptable level.

When the professional accountant determines that appropriate safeguards are not available or cannot be applied to eliminate the threats or reduce them to an acceptable level, the professional accountant shall eliminate the circumstance or relationship creating the threats or decline or terminate the assurance engagement.

291.7 Many different circumstances, or combinations of circumstances, may be relevant in assessing threats to independence. It is impossible to define every situation that creates threats to independence and to specify the appropriate action. Therefore, this Code provides a conceptual framework that requires firms and members of assurance teams to identify, evaluate, and address threats to independence. The conceptual framework approach assists professional accountants in public practice in complying with the ethical requirements in this Code. It accommodates many variations in circumstances that create threats to independence and can deter a professional accountant from concluding that a situation is permitted if it is not specifically prohibited.

291.8 Paragraphs 291.100 and onwards describe how the conceptual framework approach to independence is to be applied. These paragraphs do not address all the circumstances and relationships that create or may create threats to independence. Therefore, in any situation not explicitly addressed in these paragraphs, the conceptual framework shall be applied when evaluating the particular circumstances and relationships.

291.9 In deciding whether to accept or continue an engagement, or whether a particular individual may be a member of the assurance team, a firm shall identify and evaluate any threats to independence. If the threats are not at an acceptable level, and the decision is whether to accept an engagement or include a particular individual on the assurance team, the firm shall determine whether safeguards are available to eliminate the threats or reduce them to an acceptable level. If the decision is whether to continue an engagement, the firm shall determine whether any existing safeguards will continue to be effective to eliminate the threats or reduce them to an acceptable level or whether other safeguards will need to be applied or whether the engagement needs to be terminated. Whenever new information about a threat comes to the attention of the firm during the engagement, the firm shall evaluate the significance of the threat by applying the conceptual framework approach.

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291.10 Throughout this section, reference is made to the significance of threats to independence. In evaluating the significance of any threat, qualitative as well as quantitative factors shall be taken into account.

291.11 This section does not, in most cases, prescribe the specific responsibility of individuals within the firm for actions related to independence because responsibility may differ depending on the size, structure and organization of a firm. The firm is required by International Standards on Quality Control to establish policies and procedures designed to provide it with reasonable assurance that independence is maintained when required by relevant ethical standards.

Assurance Engagements

291.12 As further explained in the Assurance Framework, in an assurance engagement, the professional accountant in public practice expresses a conclusion designed to enhance the degree of confidence of the intended users (other than the responsible party) about the outcome of the evaluation or measurement of a subject matter against criteria.

291.13 The outcome of the evaluation or measurement of a subject matter is the information that results from applying the criteria to the subject matter. The term “subject matter information” is used to mean the outcome of the evaluation or measurement of a subject matter. For example, the Framework states that an assertion about the effectiveness of internal control (subject matter information) results from applying a framework for evaluating the effectiveness of internal control, such as COSO 6 or CoCo7 (criteria), to internal control, a process (subject matter).

291.14 Assurance engagements may be assertion-based or direct reporting. In either case, they involve three separate parties: a professional accountant in public practice, a responsible party and intended users.

291.15 In an assertion-based assurance engagement, the evaluation or measurement of the subject matter is performed by the responsible party, and the subject matter information is in the form of an assertion by the responsible party that is made available to the intended users.

291.16 In a direct reporting assurance engagement, the professional accountant in public practice either directly performs the evaluation or measurement of the subject matter, or obtains a representation from the responsible party that has performed the evaluation or measurement that is not available to the intended users. The subject matter information is provided to the intended users in the assurance report.

6 “Internal Control – Integrated Framework” The Committee of Sponsoring Organizations of the Treadway

Commission. 7 “Guidance on Assessing Control – The CoCo Principles” Criteria of Control Board, The Canadian Institute of

Chartered Accountants.

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Assertion-based Assurance Engagements

291.17 In an assertion-based assurance engagement, the members of the assurance team and the firm shall be independent of the assurance client (the party responsible for the subject matter information, and which may be responsible for the subject matter). Such independence requirements prohibit certain relationships between members of the assurance team and (a) directors or officers, and (b) individuals at the client in a position to exert significant influence over the subject matter information. Also, a determination shall be made as to whether threats to independence are created by relationships with individuals at the client in a position to exert significant influence over the subject matter of the engagement. An evaluation shall be made of the significance of any threats that the firm has reason to believe are created by network firm8 interests and relationships.

291.18 In the majority of assertion-based assurance engagements, the responsible party is responsible for both the subject matter information and the subject matter. However, in some engagements, the responsible party may not be responsible for the subject matter. For example, when a professional accountant in public practice is engaged to perform an assurance engagement regarding a report that an environmental consultant has prepared about a company’s sustainability practices for distribution to intended users, the environmental consultant is the responsible party for the subject matter information but the company is responsible for the subject matter (the sustainability practices).

291.19 In assertion-based assurance engagements where the responsible party is responsible for the subject matter information but not the subject matter, the members of the assurance team and the firm shall be independent of the party responsible for the subject matter information (the assurance client). In addition, an evaluation shall be made of any threats the firm has reason to believe are created by interests and relationships between a member of the assurance team, the firm, a network firm and the party responsible for the subject matter.

Direct Reporting Assurance Engagements

291.20 In a direct reporting assurance engagement, the members of the assurance team and the firm shall be independent of the assurance client (the party responsible for the subject matter). An evaluation shall also be made of any threats the firm has reason to believe are created by network firm interests and relationships.

Reports that Include a Restriction on Use and Distribution

291.21 In certain circumstances where the assurance report includes a restriction on use and distribution, and provided the conditions in this paragraph and in 291.22 are met, the independence requirements in this section may be modified. The modifications to the requirements of Section 291 are permitted if the intended users of the report (a) are knowledgeable as to the purpose, subject matter information and limitations of the

8 See paragraphs 290.13 to 290.24 for guidance on what constitutes a network firm.

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report and (b) explicitly agree to the application of the modified independence requirements. Knowledge as to the purpose, subject matter information, and limitations of the report may be obtained by the intended users through their participation, either directly or indirectly through their representative who has the authority to act for the intended users, in establishing the nature and scope of the engagement. Such participation enhances the ability of the firm to communicate with intended users about independence matters, including the circumstances that are relevant to the evaluation of the threats to independence and the applicable safeguards necessary to eliminate the threats or reduce them to an acceptable level, and to obtain their agreement to the modified independence requirements that are to be applied.

291.22 The firm shall communicate (for example, in an engagement letter) with the intended users regarding the independence requirements that are to be applied with respect to the provision of the assurance engagement. Where the intended users are a class of users (for example, lenders in a syndicated loan arrangement) who are not specifically identifiable by name at the time the engagement terms are established, such users shall subsequently be made aware of the independence requirements agreed to by the representative (for example, by the representative making the firm’s engagement letter available to all users).

291.23 If the firm also issues an assurance report that does not include a restriction on use and distribution for the same client , the provisions of paragraphs 291.25 to 291.27 do not change the requirement to apply the provisions of paragraphs 291.1 to 291.159 to that assurance engagement. If the firm also issues an audit report, whether or not it includes a restriction on use and distribution, for the same client, the provisions of Section 290 shall apply to that audit engagement.

291.24 The modifications to the requirements of Section 291 that are permitted in the circumstances set out above are described in paragraphs 291.25 to 291.27. Compliance in all other respects with the provisions of Section 291 is required.

291.25 When the conditions set out in paragraphs 291.21 and 291.22 are met, the relevant provisions set out in paragraphs 291.104 to 291.134 apply to all members of the engagement team, and their immediate and close family members. In addition, a determination shall be made as to whether threats to independence are created by interests and relationships between the assurance client and the following other members of the assurance team:

• Those who provide consultation regarding technical or industry specific issues, transactions or events; and

• Those who provide quality control for the engagement, including those who perform the engagement quality control review.

An evaluation shall also be made, by reference to the provisions set out in paragraphs 291.104 to 291.134, of any threats that the engagement team has reason to believe are created by interests and relationships between the assurance client and others within the firm who can directly influence the outcome of the assurance engagement, including those who recommend the compensation, or who provide direct supervisory,

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management or other oversight, of the assurance engagement partner in connection with the performance of the assurance engagement.

291.26 Even though the conditions set out in paragraphs 291.21 to 291.22 are met, if the firm had a material financial interest, whether direct or indirect, in the assurance client, the self-interest threat created would be so significant that no safeguards could reduce the threat to an acceptable level. Accordingly, the firm shall not have such a financial interest. In addition, the firm shall comply with the other applicable provisions of this section described in paragraphs 291.113 to 291.159.

291.27 An evaluation shall also be made of any threats that the firm has reason to believe are created by network firm interests and relationships.

Multiple Responsible Parties

291.28 In some assurance engagements, whether assertion-based or direct reporting, there might be several responsible parties. In determining whether it is necessary to apply the provisions in this section to each responsible party in such engagements, the firm may take into account whether an interest or relationship between the firm, or a member of the assurance team, and a particular responsible party would create a threat to independence that is not trivial and inconsequential in the context of the subject matter information. This will take into account factors such as:

• The materiality of the subject matter information (or of the subject matter) for which the particular responsible party is responsible; and

• The degree of public interest associated with the engagement.

If the firm determines that the threat to independence created by any such interest or relationship with a particular responsible party would be trivial and inconsequential, it may not be necessary to apply all of the provisions of this section to that responsible party.

Documentation

291.29 Although documentation is not, in itself, a determinant of whether a firm is independent, when threats to independence are identified that require the application of safeguards, the nature of those threats and the safeguards applied to eliminate them or reduce them to an acceptable level shall be documented.

Engagement Period

291.30 Independence from the assurance client is required both during the engagement period and the period covered by the subject matter information. The engagement period starts when the assurance team begins to perform assurance services with respect to the particular engagement. The engagement period ends when the assurance report is issued. When the engagement is of a recurring nature, it ends at the later of the notification by either party that the professional relationship has terminated or the issuance of the final assurance report.

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291.31 When an entity becomes an assurance client during or after the period covered by the subject matter information on which the firm will express a conclusion, the firm shall determine whether any threats to independence are created by:

• Financial or business relationships with the assurance client during or after the period covered by the subject matter information but before accepting the assurance engagement; or

• Previous services provided to the assurance client.

291.32 If a non-assurance service was provided to the assurance client during or after the period covered by the subject matter information but before the commencement of professional services in connection with the assurance engagement and the service would be not be permitted during the period of the assurance engagement, the firm shall evaluate any threat to independence created by the service. If any threat is not at an acceptable level, the assurance engagement shall only be accepted if safeguards are applied to eliminate any threats or reduce them to an acceptable level. Examples of such safeguards include:

• Not including personnel who provided the non-assurance service as members of the assurance team;

• Having a professional accountant review the assurance and non-assurance work as appropriate; or

• Engaging another firm to evaluate the results of the non-assurance service or having another firm re-perform the non-assurance service to the extent necessary to enable it to take responsibility for the service.

However, if the non-assurance service has not been completed and it is not practical to complete or terminate the service before the commencement of professional services in connection with the assurance engagement, the firm shall only accept the assurance engagement if it is satisfied:

• The non-assurance service will be completed within a short period of time; or

• The client has arrangements in place to transition the service to another provider within a short period of time.

During the service period, safeguards shall be applied when necessary. In addition, the matter shall be discussed with those charged with governance.

Other Considerations

291.33 There may be occasions when there is an inadvertent violation of this section. If such an inadvertent violation occurs, it generally will not be deemed to compromise independence provided the firm has appropriate quality control policies and procedures in place to maintain independence and, once discovered, the violation is corrected promptly and any necessary safeguards are applied to eliminate any threat or reduce it to an acceptable level. The firm shall determine whether to communicate the matter to those charged with governance.

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Paragraphs 291.34 to 291.99 are intentionally left blank.

Application of the Conceptual Framework Approach to Independence

291.100 Paragraphs 291.104 to 291.159 describe specific circumstances and relationships that create or may create threats to independence. The paragraphs describe the potential threats and the types of safeguards that may be appropriate to eliminate the threats or reduce them to an acceptable level and identify certain situations where no safeguards could reduce the threats to an acceptable level. The paragraphs do not describe all of the circumstances and relationships that create or may create a threat to independence. In practice, the firm and the members of the assurance team will be required to evaluate the implications of similar, but different, circumstances and relationships and to determine whether safeguards, including the safeguards in paragraphs 200.11 to 200.14 can be applied when necessary to eliminate the threats to independence or reduce them to an acceptable level.

291.101 The paragraphs demonstrate how the conceptual framework approach applies to assurance engagements and are to be read in conjunction with paragraph 291.28 which explains that, in the majority of assurance engagements, there is one responsible party and that responsible party is the assurance client. However, in some assurance engagements there are two or more responsible parties. In such circumstances, an evaluation shall be made of any threats the firm has reason to believe are created by interests and relationships between a member of the assurance team, the firm, a network firm and the party responsible for the subject matter. For assurance reports that include a restriction on use and distribution, the paragraphs are to be read in the context of paragraphs 291.21 to 291.27.

291.102 Interpretation 2005-01 provides further guidance on applying the independence requirements contained in this section to assurance engagements.

291.103 Paragraphs 291.104 to 291.120 contain references to the materiality of a financial interest, loan, or guarantee, or the significance of a business relationship. For the purpose of determining whether such an interest is material to an individual, the combined net worth of the individual and the individual’s immediate family members shall be taken into account.

Financial Interests

291.104 Holding a financial interest in an assurance client may create a self-interest threat. The existence and significance of any threat created depends on: (a) the role of the person holding the financial interest, (b) whether the financial interest is direct or indirect, and (c) the materiality of the financial interest.

291.105 Financial interests may be held through an intermediary (e.g. a collective investment vehicle, estate or trust). The determination of whether such financial interests are direct or indirect will depend upon whether the beneficial owner has control over the investment vehicle or the ability to influence its investment decisions. When control over the investment vehicle or the ability to influence investment decisions exists, this

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Code defines that financial interest to be a direct financial interest. Conversely, when the beneficial owner of the financial interest has no control over the investment vehicle or ability to influence its investment decisions, this Code defines that financial interest to be an indirect financial interest.

291.106 If a member of the assurance team, a member of that individual’s immediate family, or a firm has a direct financial interest or a material indirect financial interest in the assurance client, the self-interest threat created would be so significant that no safeguards could reduce the threat to an acceptable level. Therefore, none of the following shall have a direct financial interest or a material indirect financial interest in the client: a member of the assurance team; a member of that individual’s immediate family member; or the firm.

291.107 When a member of the assurance team has a close family member who the assurance team member knows has a direct financial interest or a material indirect financial interest in the assurance client, a self-interest threat is created. In evaluating the significance of the threat, consideration shall be given to the nature of the relationship between the member of the assurance team and the close family member and the materiality of the financial interest to the close family member. Safeguards shall be applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• The close family member disposing, as soon as practicable, of all of the financial interest or disposing of a sufficient portion of an indirect financial interest so that the remaining interest is no longer material;

• Having a professional accountant review the work of the member of the assurance team; or

• Removing the individual from the assurance team.

291.108 If a member of the assurance team, a member of that individual’s immediate family, or a firm has a direct or material indirect financial interest in an entity that has a controlling interest in the assurance client, and the client is material to the entity, the self-interest threat created would be so significant that no safeguards could reduce the threat to an acceptable level. Therefore, neither a member of the assurance team; a member of that individual’s immediate family; nor the firm shall have such a financial interest.

291.109 The holding by a firm or a member of the assurance team, or a member of that individual’s immediate family, of a direct financial interest or a material indirect financial interest in the assurance client as a trustee creates a self-interest threat. Holding such an interest is only permitted when:

(a) Neither the trustee, nor an immediate family member of the trustee, nor the firm are beneficiaries of the trust;

(b) The interest in the assurance client held by the trust is not material to the trust;

(c) The trust is not able to exercise significant influence over the assurance client; and

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(d) The trustee, an immediate family member of the trustee, or the firm cannot significantly influence any investment decision involving a financial interest in the assurance client.

291.110 Members of the assurance team shall determine whether a self-interest threat is created by any known financial interests in the assurance client held by other individuals including:

• Partners and professional employees of the firm, other than those referred to above, or their immediate family members; and

• Individuals with a close personal relationship with a member of the assurance team.

Whether these interests create a self-interest threat will depend on factors such as:

• The firm’s organizational, operating and reporting structure; and

• The nature of the relationship between the individual and the member of the assurance team.

The significance of any threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Removing the member of the assurance team with the personal relationship from the assurance team;

• Excluding the member of the assurance team from any significant decision-making concerning the assurance engagement; or

• Having a professional accountant review the work of the member of the assurance team.

291.111 If a firm, a member of the assurance team, or an immediate family member of the individual, receives a direct financial interest or a material indirect financial interest in an assurance client, for example, by way of an inheritance, gift or as a result of a merger, and such interest would not be permitted to be held under this section, then:

(a) If the interest is received by the firm, the financial interest shall be disposed of immediately, or a sufficient amount of an indirect financial interest shall be disposed of so that the remaining interest is no longer material, or the firm shall withdraw from the assurance engagement; or

(b) If the interest is received by a member of the assurance team, or a member of that individual’s immediate family, the individual who received the financial interest shall immediately dispose of the financial interest, or dispose of a sufficient amount of an indirect financial interest so that the remaining interest is no longer material, or the individual shall be removed from the team.

291.112 An inadvertent violation of this section as it relates to a financial interest in an assurance client is not deemed to compromise independence if all of the following conditions are met:

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(a) The firm has established policies and procedures that require prompt notification to the firm of any breaches resulting from the purchase, inheritance or other acquisition of a financial interest in the assurance client;

(b) The actions taken in paragraph 291.111(a) – (b) are taken as applicable; and

(c) The firm applies other safeguards when necessary to reduce any remaining threat to an acceptable level. Examples of such safeguards include:

• Having a professional accountant review the work of the member of the assurance team; or

• Excluding the individual from any significant decision-making concerning the assurance engagement.

In addition, a determination shall be made as to whether to discuss the matter with those charged with governance.

Loans and Guarantees

291.113 A loan, or a guarantee of a loan, to a member of the assurance team, or a member of that individual’s immediate family, or the firm from an assurance client that is a bank or a similar institution, may create a threat to independence. If the loan or guarantee is not made under normal lending procedures, terms and conditions, a self-interest threat would be created that would be so significant that no safeguards could reduce the threat to an acceptable level. Accordingly, neither a member of the assurance team, a member of that individual’s immediate family, nor a firm shall accept such a loan or guarantee.

291.114 If a loan to a firm from an assurance client that is a bank or similar institution is made under normal lending procedures, terms and conditions and it is material to the assurance client or firm receiving the loan, it may be possible to apply safeguards to reduce the self-interest threat to an acceptable level. An example of such a safeguard is having the work reviewed by a professional accountant from a network firm that is neither involved with the assurance engagement nor received the loan.

291.115 A loan, or a guarantee of a loan, from an assurance client that is a bank or a similar institution to a member of the assurance team, or a member of that individual’s immediate family, does not create a threat to independence if the loan or guarantee is made under normal lending procedures, terms and conditions. Examples of such loans include home mortgages, bank overdrafts, car loans and credit card balances.

291.116 If the firm or a member of the assurance team, or a member of that individual’s immediate family, accepts a loan from, or has a borrowing guaranteed by, an assurance client that is not a bank or similar institution, the self-interest threat created would be so significant that no safeguards could reduce the threat to an acceptable level, unless the loan or guarantee is immaterial to both the firm, or the member of the assurance team and the immediate family member, and the client.

291.117 Similarly, if the firm, or a member of the assurance team, or a member of that individual’s immediate family, makes or guarantees a loan to an assurance client, the

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self-interest threat created would be so significant that no safeguards could reduce the threat to an acceptable level, unless the loan or guarantee is immaterial to both the firm, or the member of the assurance team and the immediate family member, and the client.

291.118 If a firm or a member of the assurance team, or a member of that individual’s immediate family, has deposits or a brokerage account with an assurance client that is a bank, broker, or similar institution, a threat to independence is not created if the deposit or account is held under normal commercial terms.

Business Relationships

291.119 A close business relationship between a firm, or a member of the assurance team, or a member of that individual’s immediate family, and the assurance client or its management arises from a commercial relationship or common financial interest and may create self-interest or intimidation threats. Examples of such relationships include:

• Having a financial interest in a joint venture with either the client or a controlling owner, director or officer or other individual who performs senior managerial activities for that client.

• Arrangements to combine one or more services or products of the firm with one or more services or products of the client and to market the package with reference to both parties.

• Distribution or marketing arrangements under which the firm distributes or markets the client’s products or services, or the client distributes or markets the firm’s products or services.

Unless any financial interest is immaterial and the business relationship is insignificant to the firm and the client or its management, the threat created would be so significant that no safeguards could reduce the threat to an acceptable level. Therefore, unless the financial interest is immaterial and the business relationship is insignificant:

(a) The business relationship shall not be entered into, or shall be reduced to an insignificant level or terminated; or

(b) The firm shall decline or terminate the assurance engagement.

In the case of a member of the assurance team, unless any such financial interest is immaterial and the relationship is insignificant to that member, the individual shall be removed from the assurance team.

If the business relationship is between an immediate family member of a member of the assurance team and the assurance client or its management, the significance of any threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level.

291.120 The purchase of goods and services from an assurance client by the firm, or a member of the assurance team, or a member of that individual’s immediate family, does not generally create a threat to independence if the transaction is in the normal course of business and at arm’s length. However, such transactions may be of such a nature or

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magnitude that they create a self-interest threat. The significance of any shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Eliminating or reducing the magnitude of the transaction; or

• Removing the individual from the assurance team.

Family and Personal Relationships

291.121 Family and personal relationships between a member of the assurance team and a director or officer or certain employees (depending on their role) of the assurance client, may create self-interest, familiarity or intimidation threats. The existence and significance of any threats will depend on a number of factors, including the individual’s responsibilities on the assurance team, the role of the family member or other individual within the client, and the closeness of the relationship. Consequently, the particular circumstances will need to be evaluated in assessing the significance of these threats.

291.122 When an immediate family member of a member of the assurance team is:

(a) A director or officer of the assurance client, or

(b) An employee in a position to exert significant influence over the subject matter information of the assurance engagement,

or was in such a position during any period covered by the engagement or the subject matter information, the threats to independence can only be reduced to an acceptable level by removing the individual from the assurance team. The closeness of the relationship is such that no other safeguards could reduce the threat to an acceptable level. If this safeguard is not applied, the firm shall withdraw from the assurance engagement.

291.123 Threats to independence are created when an immediate family member of a member of the assurance team is an employee in a position to exert significant influence over the subject matter of the engagement. The significance of the threats will depend on factors such as:

• The position held by the immediate family member; and

• The role of the professional on the assurance team.

The significance of the threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Removing the individual from the assurance team; or

• Structuring the responsibilities of the assurance team so that the professional does not deal with matters that are within the responsibility of the immediate family member.

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291.124 Threats to independence are created when a close family member of a member of the assurance team is:

• A director or officer of the assurance client; or

• An employee in a position to exert significant influence over the subject matter information of the assurance engagement.

The significance of the threats will depend on factors such as:

• The nature of the relationship between the member of the assurance team and the close family member;

• The position held by the close family member; and

• The role of the professional on the assurance team.

The significance of the threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. Example of such safeguards include:

• Removing the individual from the assurance team; or

• Structuring the responsibilities of the assurance team so that the professional does not deal with matters that are within the responsibility of the close family member.

291.125 Threats to independence are created when a member of the assurance team has a close relationship with a person who is not an immediate or close family member, but who is a director or officer or an employee in a position to exert significant influence over the subject matter information of the assurance engagement. Members of the assurance team are responsible for identifying any such persons and for consulting in accordance with firm policies and procedures. The significance of the threats will depend on factors such as:

• The nature of the relationship between the individual and the member of the assurance team;

• The position the individual holds with the client; and

• The role of the professional on the assurance team.

The significance of the threats shall be evaluated and safeguards applied when necessary to eliminate the threats or reduce them to an acceptable level. Examples of such safeguards include:

• Removing the professional from the assurance team; or

• Structuring the responsibilities of the assurance team so that the professional does not deal with matters that are within the responsibility of the individual with whom the professional has a close relationship.

291.126 Self-interest, familiarity or intimidation threats may be created by a personal or family relationship between (a) a partner or employee of the firm who is not a member of the

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assurance team and (b) a director or officer of the assurance client or an employee in a position to exert significant influence over the subject matter information of the assurance engagement. The existence and significance of any threat will depend on factors such as:

• The nature of the relationship between the partner or employee of the firm and the director or officer or employee of the client;

• The interaction of the partner or employee of the firm with the assurance team;

• The position of the partner or employee within the firm; and

• The role of the individual within the client.

The significance of any threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Structuring the partner’s or employee’s responsibilities to reduce any potential influence over the assurance engagement; or

• Having a professional accountant review the relevant assurance work performed.

291.127 An inadvertent violation of this section as it relates to family and personal relationships is not deemed to compromise independence if:

• The firm has established policies and procedures that require prompt notification to the firm of any breaches resulting from changes in the employment status of their immediate or close family members or other personal relationships that create threats to independence;

• The inadvertent violation relates to an immediate family member of a member of the assurance team becoming a director or officer of the assurance client or being in a position to exert significant influence over the subject matter information of the assurance engagement, and the relevant professional is removed from the assurance team; and

• The firm applies other safeguards when necessary to reduce any remaining threat to an acceptable level. Examples of such safeguards include:

o Having a professional accountant review the work of the member of the assurance team; or

o Excluding the relevant professional from any significant decision-making concerning the engagement.

Employment with Assurance Clients

291.128 Familiarity or intimidation threats may be created if a director or officer of the assurance client, or an employee who is in a position to exert significant influence over the subject matter information of the assurance engagement, has been a member of the assurance team or partner of the firm.

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291.129 If a former member of the assurance team or partner of the firm has joined the assurance client in such a position, the existence and significance of any familiarity or intimidation threats will depend on factors such as:

(a) The position the individual has taken at the client;

(b) Any involvement the individual will have with the assurance team;

(c) The length of time since the individual was a member of the assurance team or partner of the firm; and

(d) The former position of the individual within the assurance team or firm, for example, whether the individual was responsible for maintaining regular contact with the client’s management or those charged with governance.

In all cases the individual shall not continue to participate in the firm’s business or professional activities.

The significance of any threats created shall be evaluated and safeguards applied when necessary to eliminate the threats or reduce them to an acceptable level. Examples of such safeguards include:

• Making arrangements such that the individual is not entitled to any benefits or payments from the firm, unless made in accordance with fixed pre-determined arrangements.

• Making arrangements such that any amount owed to the individual is not material to the firm;

• Modifying the plan for the assurance engagement;

• Assigning individuals to the assurance team who have sufficient experience in relation to the individual who has joined the client; or

• Having a professional accountant review the work of the former member of the assurance team.

291.130 If a former partner of the firm has previously joined an entity in such a position and the entity subsequently becomes an assurance client of the firm, the significance of any threats to independence shall be evaluated and safeguards applied when necessary, to eliminate the threat or reduce it to an acceptable level.

291.131 A self-interest threat is created when a member of the assurance team participates in the assurance engagement while knowing that the member of the assurance team will, or may, join the client some time in the future. Firm policies and procedures shall require members of an assurance team to notify the firm when entering employment negotiations with the client. On receiving such notification, the significance of the threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Removing of the individual from the assurance team; or

• A review of any significant judgments made by that individual while on the team.

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Recent Service with an Assurance Client

291.132 Self-interest, self-review or familiarity threats may be created if a member of the assurance team has recently served as a director, officer, or employee of the assurance client. This would be the case when, for example, a member of the assurance team has to evaluate elements of the subject matter information the member of the assurance team had prepared while with the client.

291.133 If, during the period covered by the assurance report, a member of the assurance team had served as director or officer of the assurance client, or was an employee in a position to exert significant influence over the subject matter information of the assurance engagement, the threat created would be so significant that no safeguards could reduce the threat to an acceptable level. Consequently, such individuals shall not be assigned to the assurance team.

291.134 Self-interest, self-review or familiarity threats may be created if, before the period covered by the assurance report, a member of the assurance team had served as director or officer of the assurance client, or was an employee in a position to exert significant influence over the subject matter information of the assurance engagement. For example, such threats would be created if a decision made or work performed by the individual in the prior period, while employed by the client, is to be evaluated in the current period as part of the current assurance engagement. The existence and significance of any threats will depend on factors such as:

• The position the individual held with the client;

• The length of time since the individual left the client; and

• The role of the professional on the assurance team.

The significance of any threat shall be evaluated and safeguards applied when necessary to reduce the threat to an acceptable level. An example of such a safeguard is conducting a review of the work performed by the individual as part of the assurance team.

Serving as a Director or Officer of an Assurance Client

291.135 If a partner or employee of the firm serves a director or officer of an assurance client, the self-review and self-interest threats would be so significant that no safeguards could reduce the threats to an acceptable level. Therefore, if such an individual were to accept such a position while continuing to serve as a partner or an employee of the firm, the firm shall decline or withdraw from the assurance engagement.

291.136 The position of Company Secretary has different implications in different jurisdictions. Duties may range from administrative duties, such as personnel management and the maintenance of company records and registers, to duties as diverse as ensuring that the company complies with regulation or providing advice on corporate governance matters. Generally, this position is seen to imply a close association with the entity.

291.137 If a partner or employee of the firm serves as Company Secretary for an assurance client, self-review and advocacy threats are created that would generally be so

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significant that no safeguards could reduce the threats to an acceptable level. Despite paragraph 291.135, when this practice is specifically permitted under local law, professional rules or practice, and provided management makes all relevant decisions, the duties and activities shall be limited to those of a routine and administrative nature, such as preparing minutes and maintaining statutory returns. In those circumstances, the significance of any threats shall be evaluated and safeguards applied when necessary to eliminate the threats or reduce them to an acceptable level.

291.138 Performing routine administrative services to support a company secretarial function or providing advice in relation to company secretarial administration matters does not generally create threats to independence, as long as client management makes all relevant decisions.

Long Association of Senior Personnel with Assurance Clients

291.139 Familiarity and self-interest threats are created by using the same senior personnel on an assurance engagement over a long period of time. The significance of the threats will depend on factors such as:

• How long the individual has been a member of the assurance team;

• The role of the individual on the assurance team;

• The structure of the firm;

• The nature of the assurance engagement;

• Whether the client’s management team has changed; and

• Whether the nature or complexity of the subject matter information has changed.

The significance of the threats shall be evaluated and safeguards applied when necessary to eliminate the threats or reduce them to an acceptable level. Examples of such safeguards include:

• Rotating the senior personnel off the assurance team;

• Having a professional accountant who was not a member of the assurance team review the work of the senior personnel; or

• Regular independent internal or external quality reviews of the engagement.

Provision of Non-assurance Services to Assurance Clients

291.140 Firms have traditionally provided to their assurance clients a range of non-assurance services that are consistent with their skills and expertise. Providing non-assurance services may, however, create threats to the independence of the firm or members of the assurance team. The threats created are most often self-review, self-interest and advocacy threats.

291.141 When specific guidance on a particular non-assurance service is not included in this section, the conceptual framework shall be applied when evaluating the particular circumstances.

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291.142 Before the firm accepts an engagement to provide a non-assurance service to an assurance client, a determination shall be made as to whether providing such a service would create a threat to independence. In evaluating the significance of any threat created by a particular non-assurance service, consideration shall be given to any threat that the assurance team has reason to believe is created by providing other related non-assurance services. If a threat is created that cannot be reduced to an acceptable level by the application of safeguards the non-assurance service shall not be provided.

Management Responsibilities

291.143 Management of an entity performs many activities in managing the entity in the best interests of stakeholders of the entity. It is not possible to specify every activity that is a management responsibility. However, management responsibilities involve leading and directing an entity, including making significant decisions regarding the acquisition, deployment and control of human, financial, physical and intangible resources.

291.144 Whether an activity is a management responsibility depends on the circumstances and requires the exercise of judgment. Examples of activities that would generally be considered a management responsibility include:

• Setting policies and strategic direction;

• Directing and taking responsibility for the actions of the entity’s employees;

• Authorizing transactions;

• Deciding which recommendations of the firm or other third parties to implement; and

• Taking responsibility for designing, implementing and maintaining internal control.

291.145 Activities that are routine and administrative, or involve matters that are insignificant, generally are not deemed to be a management responsibility. For example, executing an insignificant transaction that has been authorized by management or monitoring the dates for filing statutory returns and advising an assurance client of those dates is not deemed to be a management responsibility. Further, providing advice and recommendations to assist management in discharging its responsibilities is not assuming a management responsibility.

291.146 Assuming a management responsibility for an assurance client may create threats to independence. If a firm were to assume a management responsibility as part of the assurance service, the threats created would be so significant that no safeguards could reduce the threats to an acceptable level. Accordingly, in providing assurance services to an assurance client, a firm shall not assume a management responsibility as part of the assurance service. If the firm assumes a management responsibility as part of any other services provided to the assurance client, it shall ensure that the responsibility is not related to the subject matter and subject matter information of an assurance engagement provided by the firm.

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291.147 To avoid the risk of assuming a management responsibility related to the subject matter or subject matter information of the assurance engagement, the firm shall be satisfied that a member of management is responsible for, making all the significant judgments and decisions that are the proper responsibility of management, evaluates the results of the service and accepts responsibility for the actions to be taken arising from the results of the service. This reduces the risk of the firm inadvertently making any significant judgments or decisions on behalf of management. This risk is further reduced when the firm gives the client the opportunity to make judgments and decisions based on an objective and transparent analysis and presentation of the issues.

Other Considerations

291.148 Threats to independence may be created when a firm provides a non-assurance service related to the subject matter information of an assurance engagement. In such cases, an evaluation of the significance of the firm’s involvement with the subject matter information of the engagement shall be made, and a determination shall be made of whether any self-review threats that are not at an acceptable level can be reduced to an acceptable level by the application of safeguards.

291.149 A self-review threat may be created if the firm is involved in the preparation of subject matter information which is subsequently the subject matter information of an assurance engagement. For example, a self-review threat would be created if the firm developed and prepared prospective financial information and subsequently provided assurance on this information. Consequently, the firm shall evaluate the significance of any self-review threat created by the provision of such services and apply safeguards when necessary to eliminate the threat or reduce it to an acceptable level.

291.150 When a firm performs a valuation that forms part of the subject matter information of an assurance engagement, the firm shall evaluate the significance of any self-review threat and apply safeguards when necessary to eliminate the threat or reduce it to an acceptable level.

Fees

Fees―Relative Size

291.151 When the total fees from an assurance client represent a large proportion of the total fees of the firm expressing the conclusion, the dependence on that client and concern about losing the client creates a self-interest threat. The significance of the threat will depend on factors such as:

• The operating structure of the firm;

• Whether the firm is well established or new; and

• The significance of the client qualitatively and/or quantitatively to the firm

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The significance of the threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Reducing the dependency on the client;

• External quality control reviews; or

• Consulting a third party, such as a professional regulatory body or another professional accountant, on key assurance judgments.

291.152 A self-interest threat is also created when the fees generated from an assurance client represent a large proportion of the revenue from an individual partner’s clients. The significance of the threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. An example of such a safeguard is having an additional professional accountant who was not a member of the assurance team review the work or otherwise advise as necessary.

Fees―Overdue

291.153 A self-interest threat may be created if fees due from an assurance client remain unpaid for a long time, especially if a significant part is not paid before the issue of the assurance report, if any, for the following period. Generally the firm shall require payment of such fees before any such report is issued. If the fee remains unpaid after the report has been issued, the existence and significance of any threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. An example of such a safeguard is having another professional accountant who did not take part in the assurance engagement, provide advice or review the work performed. The firm shall also consider whether the overdue fees might be regarded as being equivalent to a loan to the client and whether, because of the significance of the overdue fees, it is appropriate for the firm to be re-appointed.

Contingent Fees

291.154 Contingent fees are fees calculated on a predetermined basis relating to the outcome of a transaction or the result of the services performed by the firm. For the purposes of this section, fees are not regarded as being contingent if established by a court or other public authority.

291.155 A contingent fee charged directly or indirectly, for example through an intermediary, by a firm in respect of an assurance engagement creates a self-interest threat that is so significant that no safeguards could reduce the threat to an acceptable level. Accordingly, a firm shall not enter into any such fee arrangement.

291.156 A contingent fee charged directly or indirectly, for example through an intermediary, by a firm in respect of a non-assurance service provided to an assurance client may also create a self-interest threat. If the outcome of the non-assurance service, and therefore, the amount of the fee, is dependent on a future or contemporary judgment related to a matter that is material to the subject matter information of the assurance engagement,

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no safeguards could reduce the threat to an acceptable level. Accordingly, such arrangements shall not be accepted.

291.157 For other contingent fee arrangements charged by a firm for a non-assurance service to an assurance client, the existence and significance of any threats will depend on factors such as:

• The range of possible fee amounts;

• Whether an appropriate authority determines the outcome of the matter upon which the contingent fee will be determined;

• The nature of the service; and

• The effect of the event or transaction on the subject matter information.

The significance of any threats shall be evaluated and safeguards applied when necessary to eliminate the threats or reduce them to an acceptable level. Examples of such safeguards include:

• Having a professional accountant review the relevant assurance work or otherwise advise as necessary; or

• Using professionals who are not members of the assurance team to perform the non-assurance service.

Gifts and Hospitality

291.158 Accepting gifts or hospitality from an assurance client may create self-interest and familiarity threats. If a firm or a member of the assurance team accepts gifts or hospitality, unless the value is trivial and inconsequential, the threats created would be so significant that no safeguards could reduce the threats to an acceptable level. Consequently, a firm or a member of the assurance team shall not accept such gifts or hospitality.

Actual or Threatened Litigation

291.159 When litigation takes place, or appears likely, between the firm or a member of the assurance team and the assurance client, self-interest and intimidation threats are created. The relationship between client management and the members of the assurance team must be characterized by complete candor and full disclosure regarding all aspects of a client’s business operations. When the firm and the client’s management are placed in adversarial positions by actual or threatened litigation, affecting management’s willingness to make complete disclosures self-interest and intimidation threats are created. The significance of the threats created will depend on such factors as:

• The materiality of the litigation; and

• Whether the litigation relates to a prior assurance engagement.

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The significance of the threats shall be evaluated and safeguards applied when necessary to eliminate the threats or reduce them to an acceptable level. Examples of such safeguards include:

• If the litigation involves a member of the assurance team, removing that individual from the assurance team; or

• Having a professional accountant review the work performed.

If such safeguards do not reduce the threats to an acceptable level, the only appropriate action is to withdraw from, or decline, the assurance engagement.

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Interpretation 2005-01 (Revised [date to be determined] to conform to changes resulting from the IESBA’s project to improve the clarity of the Code)

Application of Section 291 to Assurance Engagements that are Not Financial Statement Audit Engagements

This interpretation provides guidance on the application of the independence requirements contained in Section 291 to assurance engagements that are not financial statement audit engagements.

This interpretation focuses on the application issues that are particular to assurance engagements that are not financial statement audit engagements. There are other matters noted in Section 291 that are relevant in the consideration of independence requirements for all assurance engagements. For example, paragraph 291.3 states that an evaluation shall be made of any threats the firm has reason to believe are created by a network firm’s interests and relationships. It also states that when the assurance team has reason to believe that a related entity of such an assurance client is relevant to the evaluation of the firm’s independence of the client, the assurance team shall include the related entity when evaluating threats to independence and when necessary applying safeguards. These matters are not specifically addressed in this interpretation.

As explained in the International Framework for Assurance Engagements issued by the International Auditing and Assurance Standards Board, in an assurance engagement, the professional accountant in public practice expresses a conclusion designed to enhance the degree of confidence of the intended users other than the responsible party about the outcome of the evaluation or measurement of a subject matter against criteria.

Assertion-Based Assurance Engagements

In an assertion-based assurance engagement, the evaluation or measurement of the subject matter is performed by the responsible party, and the subject matter information is in the form of an assertion by the responsible party that is made available to the intended users.

In an assertion-based assurance engagement independence is required from the responsible party, which is responsible for the subject matter information and may be responsible for the subject matter.

In those assertion-based assurance engagements where the responsible party is responsible for the subject matter information but not the subject matter, independence is required from the responsible party. In addition, an evaluation shall be made of any threats the firm has reason to believe are created by interests and relationships between a member of the assurance team, the firm, a network firm and the party responsible for the subject matter.

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Direct Reporting Assurance Engagements

In a direct reporting assurance engagement, the professional accountant in public practice either directly performs the evaluation or measurement of the subject matter, or obtains a representation from the responsible party that has performed the evaluation or measurement that is not available to the intended users. The subject matter information is provided to the intended users in the assurance report.

In a direct reporting assurance engagement independence is required from the responsible party, which is responsible for the subject matter.

Multiple Responsible Parties

In both assertion-based assurance engagements and direct reporting assurance engagements there may be several responsible parties. For example, a public accountant in public practice may be asked to provide assurance on the monthly circulation statistics of a number of independently owned newspapers. The assignment could be an assertion based assurance engagement where each newspaper measures its circulation and the statistics are presented in an assertion that is available to the intended users. Alternatively, the assignment could be a direct reporting assurance engagement, where there is no assertion and there may or may not be a written representation from the newspapers.

In such engagements, when determining whether it is necessary to apply the provisions in Section 291 to each responsible party, the firm may take into account whether an interest or relationship between the firm, or a member of the assurance team, and a particular responsible party would create a threat to independence that is not trivial and inconsequential in the context of the subject matter information. This will take into account:

• The materiality of the subject matter information (or the subject matter) for which the particular responsible party is responsible; and

• The degree of public interest that is associated with the engagement.

If the firm determines that the threat to independence created by any such relationships with a particular responsible party would be trivial and inconsequential it may not be necessary to apply all of the provisions of this section to that responsible party.

Example

The following example has been developed to demonstrate the application of Section 291. It is assumed that the client is not also a financial statement audit client of the firm, or a network firm.

A firm is engaged to provide assurance on the total proven oil reserves of 10 independent companies. Each company has conducted geographical and engineering surveys to determine their reserves (subject matter). There are established criteria to determine when a reserve may be considered to be proven which the professional accountant in public practice determines to be suitable criteria for the engagement.

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The proven reserves for each company as at December 31, 20X0 were as follows:

Proven oil reserves thousands of barrels

Company 1 5,200

Company 2 725

Company 3 3,260

Company 4 15,000

Company 5 6,700

Company 6 39,126

Company 7 345

Company 8 175

Company 9 24,135

Company 10 9,635

Total 104,301

The engagement could be structured in differing ways:

Assertion-Based Engagements

A1 Each company measures its reserves and provides an assertion to the firm and to intended users.

A2 An entity other than the companies measures the reserves and provides an assertion to the firm and to intended users.

Direct Reporting Engagements

D1 Each company measures the reserves and provides the firm with a written representation that measures its reserves against the established criteria for measuring proven reserves. The representation is not available to the intended users.

D2 The firm directly measures the reserves of some of the companies.

Application of Approach

A1 Each company measures its reserves and provides an assertion to the firm and to intended users.

There are several responsible parties in this engagement (companies 1-10). When determining whether it is necessary to apply the independence provisions to all of the companies, the firm may

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take into account whether an interest or relationship with a particular company would create a threat to independence that is not at an acceptable level. This will take into account factors such as:

• The materiality of the company’s proven reserves in relation to the total reserves to be reported on; and

• The degree of public interest associated with the engagement. (Paragraph 291.28.)

For example Company 8 accounts for 0.16% of the total reserves, therefore a business relationship or interest with Company 8 would create less of a threat than a similar relationship with Company 6, which accounts for approximately 37.5% of the reserves.

Having determined those companies to which the independence requirements apply, the assurance team and the firm are required to be independent of those responsible parties that would be considered to be the assurance client (paragraph 291.28).

A2 An entity other than the companies measures the reserves and provides an assertion to the firm and to intended users.

The firm shall be independent of the entity that measures the reserves and provides an assertion to the firm and to intended users (paragraph 291.19). That entity is not responsible for the subject matter and so an evaluation shall be made of any threats the firm has reason to believe are created by interests/relationships with the party responsible for the subject matter (paragraph 291.19). There are several parties responsible for the subject matter in this engagement (Companies 1-10). As discussed in example A1 above, the firm may take into account whether an interest or relationship with a particular company would create a threat to independence that is not at an acceptable level.

D1 Each company provides the firm with a representation that measures its reserves against the established criteria for measuring proven reserves. The representation is not available to the intended users.

There are several responsible parties in this engagement (Companies 1-10). When determining whether it is necessary to apply the independence provisions to all of the companies, the firm may take into account whether an interest or relationship with a particular company would create a threat to independence that is not at an acceptable level. This will take into account factors such as:

• The materiality of the company’s proven reserves in relation to the total reserves to be reported on; and

• The degree of public interest associated with the engagement. (Paragraph 291.28).

For example, Company 8 accounts for 0.16% of the reserves, therefore a business relationship or interest with Company 8 would create less of a threat than a similar relationship with Company 6 that accounts for approximately 37.5% of the reserves.

Having determined those companies to which the independence requirements apply, the assurance team and the firm shall be independent of those responsible parties that would be considered to be the assurance client (paragraph 291.28).

D2 The firm directly measures the reserves of some of the companies.

The application is the same as in example D1.

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PART C—PROFESSIONAL ACCOUNTANTS IN BUSINESS

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Section 300 Introduction .......................................................................................................... 111

Section 310 Potential Conflicts ................................................................................................ 114

Section 320 Preparation and Reporting of Information ........................................................... 115

Section 330 Acting with Sufficient Expertise .......................................................................... 116

Section 340 Financial Interests ................................................................................................ 117

Section 350 Inducements ......................................................................................................... 119

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SECTION 300

Introduction

300.1 This Part of the Code describes how the conceptual framework contained in Part A is to be applied by professional accountants in business.

300.2 Investors, creditors, employers and other sectors of the business community, as well as governments and the public at large, all may rely on the work of professional accountants in business. Professional accountants in business may be solely or jointly responsible for the preparation and reporting of financial and other information, which both their employing organizations and third parties may rely on. They may also be responsible for providing effective financial management and competent advice on a variety of business-related matters.

300.3 A professional accountant in business may be a salaried employee, a partner, director (whether executive or non-executive), an owner manager, a volunteer or another working for one or more employing organization. The legal form of the relationship with the employing organization, if any, has no bearing on the ethical responsibilities incumbent on the professional accountant in business.

300.4 A professional accountant in business has a responsibility to further the legitimate aims of the accountant’s employing organization. This Code does not seek to hinder a professional accountant in business from properly fulfilling that responsibility, but addresses circumstances in which compliance with the fundamental principles may be compromised.

300.5 A professional accountant in business may hold a senior position within an organization. The more senior the position, the greater will be the ability and opportunity to influence events, practices and attitudes. A professional accountant in business is expected, therefore, to encourage an ethics-based culture in an employing organization that emphasizes the importance that senior management places on ethical behavior.

300.6 This Part does not describe all circumstances and relationships that could be encountered by a professional accountant in business that create or may create threats to compliance with the fundamental principles. Therefore, when the professional accountant in business encounters a circumstance or relationship that is not explicitly addressed in this Part, the professional accountant in business shall apply the conceptual framework approach described in Section 100 when evaluating the specific facts. The professional accountant in business is encouraged to be alert for such circumstances and relationships.

300.7 A professional accountant in business shall not knowingly engage in any business, occupation, or activity that impairs or might impair integrity, objectivity or the good reputation of the profession and as a result would be incompatible with the fundamental principles.

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300.8 Compliance with the fundamental principles may potentially be threatened by a broad range of circumstances and relationships. Threats may fall into the following categories:

(a) Self-interest;

(b) Self-review;

(c) Advocacy;

(d) Familiarity; and

(e) Intimidation.

These threats are discussed further in Part A of this Code.

300.9 Examples of circumstances that may create self-interest threats for a professional accountant in business include:

• Holding a financial interest in, or receiving a loan or guarantee from the employing organization.

• Participating in incentive compensation arrangements offered by the employing organization.

• Inappropriate personal use of corporate assets.

• Concern over employment security.

• Commercial pressure from outside the employing organization.

300.10 An example of a circumstance that creates a self-review threat is determining the appropriate accounting treatment for a business combination after performing the feasibility study that supported the acquisition decision.

300.11 When furthering the legitimate goals and objectives of their employing organizations, professional accountants in business may promote the organization’s position, provided any statements made are neither false nor misleading. Such actions generally would not create an advocacy threat.

300.12 Examples of circumstances that may create familiarity threats include:

• A professional accountant in business being responsible for the employing organization’s financial reporting when an immediate or close family member employed by the entity makes decisions that affect the entity’s financial reporting.

• Long association with business contacts influencing business decisions.

• A professional accountant accepting a gift or preferential treatment, unless the value is trivial and inconsequential.

300.13 Examples of circumstances that may create intimidation threats include:

• Threat of dismissal or replacement of the professional accountant in business or a close or immediate family member over a disagreement about the application of

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an accounting principle or the way in which financial information is to be reported.

• A dominant personality attempting to influence the decision making process, for example with regard to the awarding of contracts or the application of an accounting principle.

300.14 Safeguards that may eliminate or reduce threats to an acceptable level fall into two broad categories:

(a) Safeguards created by the profession, legislation or regulation; and

(b) Safeguards in the work environment.

Examples of safeguards created by the profession, legislation or regulation are detailed in paragraph 100.15 of Part A of this Code.

300.15 Safeguards in the work environment include:

• The employing organization’s systems of corporate oversight or other oversight structures.

• The employing organization’s ethics and conduct programs.

• Recruitment procedures in the employing organization emphasizing the importance of employing high caliber competent staff.

• Strong internal controls.

• Appropriate disciplinary processes.

• Leadership that stresses the importance of ethical behavior and the expectation that employees will act in an ethical manner.

• Policies and procedures to implement and monitor the quality of employee performance.

• Timely communication of the employing organization’s policies and procedures, including any changes to them, to all employees and appropriate training and education on such policies and procedures.

• Policies and procedures to empower and encourage employees to communicate to senior levels within the employing organization any ethical issues that concern them without fear of retribution.

• Consultation with another appropriate professional accountant.

300.16 In circumstances where a professional accountant in business believes that unethical behavior or actions by others will continue to occur within the employing organization, the professional accountant in business shall consider obtaining legal advice. In those extreme situations where all available safeguards have been exhausted and it is not possible to reduce the threat to an acceptable level, a professional accountant in business may conclude that it is appropriate to resign from the employing organization.

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SECTION 310

Potential Conflicts

310.1 A professional accountant in business shall comply with the fundamental principles. There may be times, however, when a professional accountant’s responsibilities to an employing organization and professional obligations to comply with the fundamental principles are in conflict. A professional accountant in business is expected to support the legitimate and ethical objectives established by the employer and the rules and procedures drawn up in support of those objectives. Nevertheless, where a relationship or circumstance creates a threat to compliance with the fundamental principles, a professional accountant in business shall determine a response to the threat.

310.2 As a consequence of responsibilities to an employing organization, a professional accountant in business may be under pressure to act or behave in ways that could create threats to compliance with the fundamental principles. Such pressure may be explicit or implicit; it may come from a supervisor, manager, director or another individual within the employing organization. A professional accountant in business may face pressure to:

• Act contrary to law or regulation.

• Act contrary to technical or professional standards.

• Facilitate unethical or illegal earnings management strategies.

• Lie to others, or otherwise intentionally mislead (including misleading by remaining silent) others, in particular:

o The auditors of the employing organization; or

o Regulators.

• Issue, or otherwise be associated with, a financial or non-financial report that materially misrepresents the facts, including statements in connection with, for example:

o The financial statements;

o Tax compliance;

o Legal compliance; or

o Reports required by securities regulators.

310.3 The significance of any threats arising from such pressures, such as intimidation threats, shall be evaluated and safeguards applied, when necessary, to eliminate them or reduce them to an acceptable level. Examples of such safeguards include:

• Obtaining advice, where appropriate, from within the employing organization, an independent professional advisor or a relevant professional body.

• Using a formal dispute resolution process within the employing organization.

• Seeking legal advice.

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SECTION 320

Preparation and Reporting of Information

320.1 Professional accountants in business are often involved in the preparation and reporting of information that may either be made public or used by others inside or outside the employing organization. Such information may include financial or management information, for example, forecasts and budgets, financial statements, management discussion and analysis, and the management letter of representation provided to the auditors during the audit of the entity’s financial statements. A professional accountant in business shall prepare or present such information fairly, honestly and in accordance with relevant professional standards so that the information will be understood in its context.

320.2 A professional accountant in business who has responsibility for the preparation or approval of the general purpose financial statements of an employing organization shall ensure that those financial statements are presented in accordance with the applicable financial reporting standards.

320.3 A professional accountant in business shall maintain information for which the professional accountant in business is responsible in a manner that:

(a) Describes clearly the true nature of business transactions, assets, or liabilities;

(b) Classifies and records information in a timely and proper manner; and

(c) Represents the facts accurately and completely in all material respects.

320.4 Threats to compliance with the fundamental principles, for example, self-interest or intimidation threats to objectivity or professional competence and due care, are created where a professional accountant in business is pressured (either externally or by the possibility of personal gain) to become associated with misleading information or to become associated with misleading information through the actions of others.

320.5 The significance of such threats will depend on factors such as the source of the pressure and the degree to which the information is, or may be, misleading. The significance of the threats shall be evaluated and safeguards applied when necessary to eliminate them or reduce them to an acceptable level. Such safeguards include consultation with superiors within the employing organization, , the audit committee or those charged with governance of the organization, or with a relevant professional body.

320.6 Where it is not possible to reduce the threat to an acceptable level, a professional accountant in business shall refuse to be or remain associated with information the professional accountant determines is or may be misleading. If the professional accountant in business becomes aware that the issuance of misleading information is either significant or persistent, the professional accountant in business shall determine whether to inform appropriate authorities in line with the guidance in Section 140. In determining whether there is a requirement to report, the professional accountant in business may consider obtaining legal advice. In addition, the professional accountant may consider whether to resign.

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SECTION 330

Acting with Sufficient Expertise

330.1 The fundamental principle of professional competence and due care requires that a professional accountant in business only undertake significant tasks for which the professional accountant in business has, or can obtain, sufficient specific training or experience. A professional accountant in business shall not intentionally mislead an employer as to the level of expertise or experience possessed, nor shall a professional accountant in business fail to seek appropriate expert advice and assistance when required.

330.2 Circumstances that create a threat to a professional accountant in business performing duties with the appropriate degree of professional competence and due care include having:

• Insufficient time for properly performing or completing the relevant duties.

• Incomplete, restricted or otherwise inadequate information for performing the duties properly.

• Insufficient experience, training and/or education.

• Inadequate resources for the proper performance of the duties.

330.3 The significance of the threat will depend on factors such as the extent to which the professional accountant in business is working with others, relative seniority in the business, and the level of supervision and review applied to the work. The significance of the threat shall be evaluated and, safeguards applied when necessary, to eliminate the threat or reduce it to an acceptable level. Examples of such safeguards include:

• Obtaining additional advice or training.

• Ensuring that there is adequate time available for performing the relevant duties.

• Obtaining assistance from someone with the necessary expertise.

• Consulting, where appropriate, with:

o Superiors within the employing organization;

o Independent experts; or

o A relevant professional body.

330.4 When threats cannot be eliminated or reduced to an acceptable level, professional accountants in business shall determine whether to refuse to perform the duties in question. If the professional accountant in business determines that refusal is appropriate, the reasons for doing so shall be clearly communicated.

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SECTION 340

Financial Interests

340.1 Professional accountants in business may have financial interests, or may know of financial interests of immediate or close family members, that, in certain circumstances, may create threats to compliance with the fundamental principles. For example, self-interest threats to objectivity or confidentiality may be created through the existence of the motive and opportunity to manipulate price sensitive information in order to gain financially. Examples of circumstances that may create self-interest threats include situations where the professional accountant in business or an immediate or close family member:

• Holds a direct or indirect financial interest in the employing organization and the value of that financial interest could be directly affected by decisions made by the professional accountant in business;

• Is eligible for a profit related bonus and the value of that bonus could be directly affected by decisions made by the professional accountant in business;

• Holds, directly or indirectly, share options in the employing organization, the value of which could be directly affected by decisions made by the professional accountant in business;

• Holds, directly or indirectly, share options in the employing organization which are, or will soon be, eligible for conversion; or

• May qualify for share options in the employing organization or performance related bonuses if certain targets are achieved.

340.2 The significance of any threat shall be evaluated and safeguards applied, when necessary, to eliminate the threat or reduce it to an acceptable level. In evaluating the significance of any threat, and, when necessary, determining the appropriate safeguards to be applied to eliminate the threat or reduce it to an acceptable level, a professional accountant in business shall evaluate the nature of the financial interest. This includes evaluating the significance of the financial interest and determining whether it is direct or indirect. What constitutes a significant or valuable stake in an organization will vary from individual to individual, depending on personal circumstances. Examples of such safeguards include:

• Policies and procedures for a committee independent of management to determine the level or form of remuneration of senior management.

• Disclosure of all relevant interests, and of any plans to trade in relevant shares to those charged with the governance of the employing organization, in accordance with any internal policies.

• Consultation, where appropriate, with superiors within the employing organization.

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• Consultation, where appropriate, with those charged with the governance of the employing organization or relevant professional bodies.

• Internal and external audit procedures.

• Up-to-date education on ethical issues and on the legal restrictions and other regulations around potential insider trading.

340.3 A professional accountant in business shall neither manipulate information nor use confidential information for personal gain.

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SECTION 350

Inducements

Receiving Offers

350.1 A professional accountant in business or an immediate or close family member may be offered an inducement. Inducements may take various forms, including gifts, hospitality, preferential treatment, and inappropriate appeals to friendship or loyalty.

350.2 Offers of inducements may create threats to compliance with the fundamental principles. When a professional accountant in business or an immediate or close family member is offered an inducement, the situation shall be evaluated. Self-interest threats to objectivity or confidentiality are created when an inducement is made in an attempt to unduly influence actions or decisions, encourage illegal or dishonest behavior, or obtain confidential information. Intimidation threats to objectivity or confidentiality are created if such an inducement is accepted and it is followed by threats to make that offer public and damage the reputation of either the professional accountant in business or an immediate or close family member.

350.3 The existence and significance of any threats will depend on the nature, value and intent behind the offer. If a reasonable and informed third party, weighing all the specific facts and circumstances, would consider the inducement insignificant and not intended to encourage unethical behavior, then a professional accountant in business may conclude that the offer is made in the normal course of business and may generally conclude that there is no significant threat to compliance with the fundamental principles.

350.4 The significance of any threats shall be evaluated and safeguards applied, when necessary, to eliminate them or reduce them to an acceptable level. When the threats cannot be eliminated or reduced to an acceptable level through the application of safeguards, a professional accountant in business shall not accept the inducement. As the real or apparent threats to compliance with the fundamental principles do not merely arise from acceptance of an inducement but, sometimes, merely from the fact of the offer having been made, additional safeguards shall be adopted. A professional accountant in business shall evaluate any threats created by such offers and determine whether to take the following actions:

(a) Informing higher levels of management or those charged with governance of the employing organization immediately when such offers have been made;

(b) Informing third parties of the offer – for example, a professional body or the employer of the individual who made the offer; a professional accountant in business shall however, consider whether to seek legal advice before taking such a step; and

(c) Advising immediate or close family members of relevant threats and safeguards where they are potentially in positions that might result in offers of inducements, for example, as a result of their employment situation; and

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(d) Informing higher levels of management or those charged with governance of the employing organization where immediate or close family members are employed by competitors or potential suppliers of that organization.

Making Offers 350.5 A professional accountant in business may be in a situation where the professional

accountant in business is expected, or is under other pressure, to offer inducements to influence the judgment or decision-making process of an individual or organization, or obtain confidential information.

350.6 Such pressure may come from within the employing organization, for example, from a colleague or superior. It may also come from an external individual or organization suggesting actions or business decisions that would be advantageous to the employing organization, possibly influencing the professional accountant in business improperly.

350.7 A professional accountant in business shall not offer an inducement to improperly influence professional judgment of a third party.

350.8 Where the pressure to offer an unethical inducement comes from within the employing organization, the professional accountant shall follow the principles and guidance regarding ethical conflict resolution set out in Part A of this Code.

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DEFINITIONS

In this Code of Ethics for Professional Accountants the following expressions have the following meanings assigned to them:

Acceptable level

A level at which a reasonable and informed third party would be likely to conclude, weighing all the specific facts and circumstances available to the professional accountant at that time, that compliance with the fundamental principles is not compromised.

Advertising The communication to the public of information as to the services or skills provided by professional accountants in public practice with a view to procuring professional business.

Assurance client

The responsible party that is the person (or persons) who:

(a) In a direct reporting engagement, is responsible for the subject matter; or

(b) In an assertion-based engagement, is responsible for the subject matter information and may be responsible for the subject matter.

Assurance engagement

An engagement in which a professional accountant in public practice expresses a conclusion designed to enhance the degree of confidence of the intended users other than the responsible party about the outcome of the evaluation or measurement of a subject matter against criteria.

(For guidance on assurance engagements see the International Framework for Assurance Engagements issued by the International Auditing and Assurance Standards Board which describes the elements and objectives of an assurance engagement and identifies engagements to which International Standards on Auditing (ISAs), International Standards on Review Engagements (ISREs) and International Standards on Assurance Engagements (ISAEs) apply.)

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Assurance team (a) All members of the engagement team for the assurance engagement;

(b) All others within a firm who can directly influence the outcome of the assurance engagement, including:

(i) those who recommend the compensation of, or who provide direct supervisory, management or other oversight of the assurance engagement partner in connection with the performance of the assurance engagement;

(ii) those who provide consultation regarding technical or industry specific issues, transactions or events for the assurance engagement; and

(iii) those who provide quality control for the assurance engagement, including those who perform the engagement quality control review for the assurance engagement.

Audit client An entity in respect of which a firm conducts an audit engagement. When the client is a listed entity, audit client will always include its related entities. When the audit client is not a listed entity, audit client includes those related entities over which the client has direct or indirect control.

Audit engagement

A reasonable assurance engagement in which a professional accountant in public practice expresses an opinion whether financial statements are prepared, in all material respects (or give a true and fair view or are presented fairly, in all material respects,), in accordance with an applicable financial reporting framework, such as an engagement conducted in accordance with International Standards on Auditing. This includes a Statutory Audit, which is an audit required by legislation or other regulation.

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Audit team (a) All members of the engagement team for the audit engagement;

(b) All others within a firm who can directly influence the outcome of the audit engagement, including:

(i) Those who recommend the compensation of, or who provide direct supervisory, management or other oversight of the engagement partner in connection with the performance of the audit engagement including those at all successively senior levels above the engagement partner through to the individual who is the firm’s Senior or Managing Partner (Chief Executive or equivalent);

(ii) Those who provide consultation regarding technical or industry-specific issues, transactions or events for the engagement; and

(iii) Those who provide quality control for the engagement, including those who perform the engagement quality control review for the engagement; and

(c) All those within a network firm who can directly influence the outcome of the audit engagement.

Close family A parent, child or sibling who is not an immediate family member.

Contingent fee A fee calculated on a predetermined basis relating to the outcome of a transaction or the result of the services performed by the firm. A fee that is established by a court or other public authority is not a contingent fee.

Direct financial interest

A financial interest:

• Owned directly by and under the control of an individual or entity (including those managed on a discretionary basis by others); or

• Beneficially owned through a collective investment vehicle, estate, trust or other intermediary over which the individual or entity has control, or the ability to influence investment decisions.

Director or officer

Those charged with the governance of an entity, or acting in an equivalent capacity, regardless of their title, which may vary from jurisdiction to jurisdiction.

Engagement partner

The partner or other person in the firm who is responsible for the engagement and its performance, and for the report that is issued on behalf of the firm, and who, where required, has the appropriate authority from a professional, legal or regulatory body.

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Engagement quality control review

A process designed to provide an objective evaluation, before the report is issued, of the significant judgments the engagement team made and the conclusions they reached in formulating the report.

Engagement team

All partners and staff performing the engagement, and any individuals engaged by the firm or a network firm who perform assurance procedures on the engagement. This excludes external experts engaged by the firm or a network firm.

Existing accountant

A professional accountant in public practice currently holding an audit appointment or carrying out accounting, taxation, consulting or similar professional services for a client.

External expert9 A person or organization possessing specialized skills, knowledge and experience in a field other than accounting or auditing who is engaged, not employed, by the firm, or a network firm, to assist the professional accountant to obtain sufficient appropriate evidence.

Financial interest

An interest in an equity or other security, debenture, loan or other debt instrument of an entity, including rights and obligations to acquire such an interest and derivatives directly related to such interest.

Financial statements

A structured representation of historical financial information, which ordinarily includes explanatory notes, intended to communicate an entity’s economic resources or obligations at a point in time or the changes therein for a period of time in accordance with a financial reporting framework. The term can relate to a complete set of financial statements, but it can also refer to a single financial statement, for example, a balance sheet, or a statement of revenues and expenses, and related explanatory notes.

Financial statements on which the firm will express an opinion

In the case of a single entity, the financial statements of that entity. In the case of consolidated financial statements, also referred to as group financial statements, the consolidated financial statements.

9 This definition is consistent with the principle in the definition contained in the exposure draft ISA 620 Using

the Work of an Auditor’s Expert issued by the International Auditing and Assurance Standards Board in October 2007. The definition will be conformed to the final ISA.

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Firm (a) A sole practitioner, partnership or corporation of professional accountants;

(b) An entity that controls such parties, through ownership, management or other means; and

(c) An entity controlled by such parties, through ownership, management or other means.

Historical financial information

Information expressed in financial terms in relation to a particular entity, derived primarily from that entity’s accounting system, about economic events occurring in past time periods or about economic conditions or circumstances at points in time in the past.

Immediate family

A spouse (or equivalent) or dependent.

Independence Independence is:

(a) Independence of mind – the state of mind that permits the expression of a conclusion without being affected by influences that compromise professional judgment, thereby allowing an individual to act with integrity, and exercise objectivity and professional skepticism

(b) Independence in appearance – the avoidance of facts and circumstances that are so significant that a reasonable and informed third party would be likely to conclude, weighing all the specific facts and circumstances, that a firm’s, or a member of the audit team’s, integrity, objectivity or professional skepticism has been compromised.

Indirect financial interest

A financial interest beneficially owned through a collective investment vehicle, estate, trust or other intermediary over which the individual or entity has no control or ability to influence investment decisions.

Key audit partner

The engagement partner, the individual responsible for the engagement quality control review, and other audit partners, if any, on the engagement team who make key decisions or judgments on significant matters with respect to the audit of the financial statements on which the firm will express an opinion. Depending upon the circumstances and the role of the individuals on the audit, “other audit partners” may include, for example, audit partners responsible for significant subsidiaries or divisions.

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Listed entity An entity whose shares, stock or debt are quoted or listed on a recognized stock exchange, or are marketed under the regulations of a recognized stock exchange or other equivalent body.

Network A larger structure:

(a) That is aimed at co-operation; and

(b) That is clearly aimed at profit or cost sharing or shares common ownership, control or management, common quality control policies and procedures, common business strategy, the use of a common brand-name, or a significant part of professional resources.

Network firm A firm or entity that belongs to a network.

Office A distinct sub-group, whether organized on geographical or practice lines.

Professional accountant

An individual who is a member of an IFAC member body.

Professional accountant in business

A professional accountant employed or engaged in an executive or non-executive capacity in such areas as commerce, industry, service, the public sector, education, the not for profit sector, regulatory bodies or professional bodies, or a professional accountant contracted by such entities.

Professional accountant in public practice

A professional accountant, irrespective of functional classification (e.g., audit, tax or consulting) in a firm that provides professional services. This term is also used to refer to a firm of professional accountants in public practice.

Professional services

Services requiring accountancy or related skills performed by a professional accountant including accounting, auditing, taxation, management consulting and financial management services.

Public interest entity

(a) A listed entity; and

(b) An entity (a) defined by regulation or legislation as a public interest entity or (b) for which the audit is required by regulation or legislation to be conducted in compliance with the same independence requirements that apply to the audit of listed entities. Such regulation may be promulgated by any relevant regulator, including an audit regulator.

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Related entity An entity that has any of the following relationships with the client:

(a) An entity that has direct or indirect control over the client if the client is material to such entity;

(b) An entity with a direct financial interest in the client if that such entity has significant influence over the client and the interest in the client is material to such entity;

(c) An entity over which the client has direct or indirect control;

(d) An entity in which the client, or an entity related to the client under (c) above, has a direct financial interest that gives it significant influence over such entity and the interest is material to the client and its related entity in (c); and

(e) An entity which is under common control with the client (a “sister entity”) if the sister entity and the client are both material to the entity that controls both the client and sister entity.

Review client An entity in respect of which a firm conducts a review engagement.

Review engagement

An assurance engagement, conducted in accordance with International Standards on Review Engagements or equivalent, in which a professional accountant in public practice expresses a conclusion on whether, on the basis of the procedures which do not provide all the evidence that would be required in an audit, anything has come to the accountant’s attention that causes the accountant to believe that the financial statements are not prepared in all material respects, in accordance with an applicable financial reporting framework.

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Review team (a) All members of the engagement team for the review engagement; and

(b) All others within a firm who can directly influence the outcome of the review engagement, including:

(i) Those who recommend the compensation of, or who provide direct supervisory, management or other oversight of the engagement partner in connection with the performance of the review engagement including those at all successively senior levels above the engagement partner through to the individual who is the firm’s Senior or Managing Partner (Chief Executive or equivalent);

(ii) Those who provide consultation regarding technical or industry specific issues, transactions or events for the engagement; and

(iii) Those who provide quality control for the engagement, including those who perform the engagement quality control review for the engagement; and

(c) All those within a network firm who can directly influence the outcome of the review engagement.

Special purpose financial statements

Financial statements prepared in accordance with a financial reporting framework designed to meet the financial information needs of specified users.

Those charged with governance

The persons with responsibility for overseeing the strategic direction of the entity and obligations related to the accountability of the entity. This includes overseeing the financial reporting process.

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EFFECTIVE DATE

To be determined.

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CODE OF ETHICS FOR PROFESSIONAL ACCOUNTANTS

MARK-UP VERSION

CONTENTS Page

PREFACE ............................................................................................................................ 131 PART A: GENERAL APPLICATION OF THE CODE ................................................ 132 100 Introduction and Fundamental Principles ................................................................. 133 110 Integrity ..................................................................................................................... 140 120 Objectivity ................................................................................................................. 141 130 Professional Competence and Due Care ................................................................... 142 140 Confidentiality .......................................................................................................... 143 150 Professional Behavior ............................................................................................... 145 PART B: PROFESSIONAL ACCOUNTANTS IN PUBLIC PRACTICE ................... 146 200 Introduction ............................................................................................................... 147 210 Professional Appointment ......................................................................................... 153 220 Conflicts of Interest ................................................................................................... 157 230 Second Opinions ....................................................................................................... 159 240 Fees and Other Types of Remuneration .................................................................... 160 250 Marketing Professional Services ............................................................................... 162 260 Gifts and Hospitality ................................................................................................. 163 270 Custody of Client Assets ........................................................................................... 164 280 Objectivity – All Services ......................................................................................... 165 290 Independence – Audit and Review Engagements ..................................................... 166 291 Independence – Other Assurance Engagements ........................................................ 217 PART C: PROFESSIONAL ACCOUNTANTS IN BUSINESS ..................................... 248 300 Introduction ............................................................................................................... 249 310 Potential Conflicts ..................................................................................................... 253 320 Preparation and Reporting of Information ................................................................ 255 330 Acting with Sufficient Expertise ............................................................................... 257 340 Financial Interests ..................................................................................................... 258 350 Inducements .............................................................................................................. 260 DEFINITIONS .................................................................................................................... 262 EFFECTIVE DATE ............................................................................................................ 270

131

PREFACE

The mission of the International Federation of Accountants (IFAC), as set out in its constitution, is “the worldwide development and enhancement of an to serve the public interest, continue to strengthen the accountancy profession with harmonized standards, able to provide services of consistentlyworldwide, contribute to the development of strong international economies by establishing and promoting adherence to high -quality inprofessional standards, furthering the international convergence of such standards, and speaking out on public interest.” issues where the profession’s expertise is most relevant. In pursuing this mission, the IFAC Board has established the International Ethics Standards Board for Accountants to develop and issue, under its own authority, high quality ethical standards and other pronouncements for professional accountants for use around the world.

This Code of Ethics for Professional Accountants establishes ethical requirements for professional accountants. A member body of IFAC or firm mayshall not apply less stringent standards than those stated in this Code. However, if a member body or firm is prohibited from complying with certain parts of this Code by law or regulation, they shouldshall comply with all other parts of this Code.

Some jurisdictions may have requirements and guidance that differs from those contained in this Code. Professional accountants shouldin those jurisdictions need to be aware of those differences and comply with the more stringent requirements and guidance unless prohibited by law or regulation.

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PART A—GENERAL APPLICATION OF THE CODE

Page

Section 100 Introduction and Fundamental Principles ............................................................ 133

Section 110 Integrity ................................................................................................................ 140

Section 120 Objectivity ............................................................................................................ 141

Section 130 Professional Competence and Due Care .............................................................. 142

Section 140 Confidentiality ..................................................................................................... 143

Section 150 Professional Behavior .......................................................................................... 145

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SECTION 100

Introduction and Fundamental Principles

100.1 A distinguishing mark of the accountancy profession is its acceptance of the responsibility to act in the public interest. Therefore, a professional accountant’s* responsibility is not exclusively to satisfy the needs of an individual client or employer. In acting in the public interest, a professional accountant shouldshall observe and comply with the ethical requirements of this Code.

100.2 This Code is in three parts. Part A establishes the fundamental principles of professional ethics for professional accountants and provides a conceptual framework for applying those principles. The conceptual framework provides guidance on fundamental ethical principles. Professional accountants are required to applyshall use professional judgment in applying this conceptual framework. The framework to identifyrequires the professional accountant to:

(a) Identify threats to compliance with the fundamental principles, to evaluate their ;

(b) Evaluate the significance and, if such of the threats are other than clearly insignificant∗ to applyidentified; and

(c) Apply safeguards, when necessary, to eliminate them the threats or reduce them to an acceptable level such.* Safeguards are necessary when the professional accountant determines that the threats are not at a level at which a reasonable and informed third party would be likely to conclude, weighing all the specific facts and circumstances available to the professional accountant at that time, that compliance with the fundamental principles is not compromised.

100.3 Parts B and C illustratedescribe how the conceptual framework is to be applied in specific situations. It providesThey provide examples of safeguards that may be appropriate to address threats to compliance with the fundamental principles and also provides examples ofdescribe situations where safeguards are not available to address the threats and consequently the activity or relationship creating the threats shouldshall be avoided. Part B applies to professional accountants in public practice.* Part C applies to professional accountants in business.* Professional accountants in public practice may also find the guidance in Part C relevant to their particular circumstances.

100.4 The use of the word “shall” in this Code imposes a requirement on the professional accountant or firm∗ to comply with the specific provision in which “shall” has been used. Compliance is required unless prohibited by law or regulation or an exception is permitted by this Code.

∗ See Definitions. ∗ See Definitions.

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Fundamental Principles

100.5 A professional accountant is required to comply with the following fundamental principles:

(f)(a) Integrity

i. A professional accountant shouldshall be straightforward and honest in all professional and business relationships.

(g)(b) Objectivity

ii.i. A professional accountant shouldshall not allow bias, conflict of interest or undue influence of others to override professional or business judgments.

(b)(c) Professional Competence and Due Care

i. A professional accountant has a continuing duty toshall maintain professional knowledge and skill at the level required to ensure that a client or employer receives competent professional serviceservices∗ based on current developments in practice, legislation and techniques. A When such services are provided, a professional accountant shouldshall act diligently and in accordance with applicable technical and professional standards when providing professional services.∗

(c)(d) Confidentiality

i. A professional accountant shouldshall respect the confidentiality of information acquired as a result of professional and business relationships and should not disclose any such information to third parties without proper and specific authority unless there is a legal or professional right or duty to disclose. Confidential information acquired as a result of professional and business relationships shouldshall not be used for the personal advantage of the professional accountant or third parties.

(d)(e) Professional Behavior

i. A professional accountant shouldshall comply with relevant laws and regulations and should avoid any action that discredits the profession.

ii. Each of these fundamental principles is discussed in more detail in Sections 110 – –150.

∗ See Definitions. ∗ See Definitions.

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Conceptual Framework Approach

100.6 The circumstances in which professional accountants operate may give rise to create specific threats to compliance with the fundamental principles. It is impossible to define every situation that creates such threatsthreats to compliance with the fundamental principles and specify the appropriate mitigating action. In addition, the nature of engagements and work assignments may differ and, consequently, different threats may existbe created, requiring the application of different safeguards. A Therefore, this Code provides a conceptual framework that requires a professional accountant to identify, evaluate, and address threats to compliance with the fundamental principles, rather than merely comply with a set of specific rules which may be arbitrary, is, therefore,. The conceptual framework approach assists professional accountants in complying with the ethical requirements of this Code and meeting their responsibility to act in the public interest. This Code provides a framework to assist a professional accountant to identify, evaluate and respond toIt accommodates many variations in circumstances that create threats to compliance with the fundamental principles. If identified threats are other than clearly insignificant, and can deter a professional accountant from concluding that a situation is permitted if it is not specifically prohibited.

100.7 When a professional accountant should, whereidentifies threats to compliance with the fundamental principles that are not at an acceptable level, the professional accountant shall determine whether appropriate, apply safeguards safeguards are available and can be applied to eliminate the threats or reduce them to an acceptable level. In making that determination, the professional accountant shall exercise professional judgment and take into account whether a reasonable and informed third party, weighing all the specific facts and circumstances available to the professional accountant at the time, would be likely to conclude that the threats would be eliminated or reduced to an acceptable level by the application of the safeguards, such that compliance with the fundamental principles is not compromised.

100.8 A professional accountant has an obligation to shall evaluate any threats to compliance with the fundamental principles when the professional accountant knows, or could reasonably be expected to know, of circumstances or relationships that may compromise compliance with the fundamental principles.

100.9 A professional accountant shouldshall take qualitative as well as quantitative factors into account when consideringevaluating the significance of a threat. IfWhen applying the conceptual framework, a professional accountantaccountant may encounter situations in which threats cannot implementbe eliminated or reduced to an acceptable level, either because the threat is too significant or because appropriate safeguards are not available or cannot be applied. If a professional accountant cannot apply appropriate safeguards, the professional accountant shouldshall decline or discontinue the specific professional service involved, or where, when necessary, resign from the

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client (in the case of a professional accountant in public practice∗) or the employing organization (in the case of a professional accountant in business∗).

100.10 A professional accountant may inadvertently violate a provision of this Code. Such an inadvertent violation, depending on the nature and significance of the matter, may not be deemed to compromise compliance with the fundamental principles provided, once the violation is discovered, the violation is corrected promptly and any necessary safeguards are applied.

100.11 In exceptional and unforeseen circumstances that are outside the control of the professional accountant, the firm or employing organization, and the client, the application of a specific requirement in the Code may result in an outcome that a reasonable and informed third party would not regard as being in the interest of the users of the output of the professional services. In such circumstances, the professional accountant may judge it necessary to depart temporarily from that specific requirement. Such a departure would be acceptable only if all of the following conditions are met:

• The professional accountant discusses the matter with those charged with governance∗; the discussion shall include the nature of the exceptional and unforeseen circumstance, the fact that the circumstance is outside the control of the relevant parties, why in the professional accountant’s judgment it is necessary to depart temporarily from a specific requirement in the Code, and any safeguards that will be applied;

• The professional accountant documents the matters discussed with those charged with governance;

• The nature of the departure and the reasons for the departure are appropriately disclosed to the users of the output of the professional services; and

• The professional accountant complies with the requirements of the Code at the earliest date that compliance can be achieved.

The professional accountant may wish to discuss the matter with the relevant regulatory authority. If the accountant has such a discussion, the substance of that discussion shall be documented.

100.12 Parts B and C of this Code include examples that are intended to illustratedescribe how the conceptual framework is to be applied. The examples are not intended to be, nor should they be interpreted as, an exhaustive list of all circumstances Parts B and C do not describe all the circumstances that could be experienced by a professional accountant that create or may create threats to compliance with the fundamental principles. Consequently, it isTherefore, in any situation not sufficient for a explicitly addressed by Parts B or C, the professional accountant merely to comply with the examples presented; rather,shall apply the framework should be applied towhen

∗ See Definitions. ∗ See Definitions. ∗ See Definitions.

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evaluating the particularspecific facts and circumstances encountered by the professional accountant.

Threats and Safeguards

100.13 Compliance with the fundamental principles Threats may potentially be threatenedcreated by a broad range of relationships and circumstances. When a relationship or circumstance creates a threat, such a threat could compromise, or could be perceived to compromise, a professional accountant’s compliance with the fundamental principles. A circumstance or relationship may create more than one threat, and a threat may affect compliance with more than one fundamental principle. Many threats fall into the following categories:

(a) Self-interest threats, which may occur as a result of threat - the threat that a financial or other interests of interest will inappropriately influence the professional accountant’s judgment or behavior;

(f) Self-review threat - the threat that a professional accountant or of an immediate or close family∗ member;

(a)(b) Self-review threats, which may occur when will not appropriately evaluate the results of a previous judgment needs to be re-evaluatedmade or service performed by the professional accountant responsible for that judgment, or by another individual within the professional accountant’s firm or employing organization, on which the accountant will rely when forming a judgment as part of providing a current service;

(g) Advocacy threats, which may occur when a professional accountant promotes a position or opinion tothreat - the pointthreat that subsequent objectivity may be compromised;

(b)(c) Familiarity threats, which may occur when, because of a close relationship, a professional accountant becomes too sympathetic to the interests of others; andwill promote a client’s or employer’s position to the point that the professional accountant’s objectivity is compromised;

(d) Intimidation threats, which may occur whenFamiliarity threat - the threat that due to a long or close relationship with a client or employer, a professional accountant maywill be too sympathetic to their interests or too accepting of their work; and

(c)(e) Intimidation threat - the threat that a professional accountant will be deterred from acting objectively by threats, because of actual or perceived pressures, including attempts to exercise undue influence over the professional accountant.

Parts B and C of this Code, respectively, provide examples of circumstances that may create explain how these categories of threats may be created for professional accountants in public practice and professional accountants in business, respectively.

∗ See Definitions.

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Professional accountants in public practice may also find the guidance in Part C relevant to their particular circumstances.

100.14 Safeguards are actions or other measures that may eliminate threats or reduce such threatsthem to an acceptable level. They fall into two broad categories:

(c) Safeguards created by the profession, legislation or regulation; and

(d) Safeguards in the work environment.

100.15 Safeguards created by the profession, legislation or regulation include, but are not restricted to:

• Educational, training and experience requirements for entry into the profession.

• Continuing professional development requirements.

• Corporate governance regulations.

• Professional standards.

• Professional or regulatory monitoring and disciplinary procedures.

• External review by a legally empowered third party of the reports, returns, communications or information produced by a professional accountant.

100.16 Parts B and C of this Code, respectively, discuss safeguards in the work environment for professional accountants in public practice and thoseprofessional accountants in business, respectively.

100.17 Certain safeguards may increase the likelihood of identifying or deterring unethical behavior. Such safeguards, which may be created by the accounting profession, legislation, regulation, or an employing organization, include, but are not restricted to:

• Effective, well publicized complaints systems operated by the employing organization, the profession or a regulator, which enable colleagues, employers and members of the public to draw attention to unprofessional or unethical behavior.

• An explicitly stated duty to report breaches of ethical requirements.

100.15 The nature of the safeguards to be applied will vary depending on the circumstances. In exercising professional judgment, a professional accountant should consider what a reasonable and informed third party, having knowledge of all relevant information, including the significance of the threat and the safeguards applied, would conclude to be unacceptable.

Ethical Conflict Resolution

100.18 In evaluating compliance with the fundamental principles, a A professional accountant may be required to resolve a conflict in complying with the application of fundamental principles.

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100.19 When initiating either a formal or informal conflict resolution process, a professional accountant shouldshall consider the following, either individually or together with others, as part of the resolution process:

(f)(a) Relevant facts;

(g)(b) Ethical issues involved;

(h)(c) Fundamental principles related to the matter in question;

(i)(d) Established internal procedures; and

(j)(e) Alternative courses of action.

Having considered these issues, a professional accountant shouldshall determine the appropriate course of action that is consistent with the fundamental principles identified. The professional accountant should alsoshall weigh the consequences of each possible course of action. If the matter remains unresolved, the professional accountant shouldshall consult with other appropriate persons within the firm* or employing organization for help in obtaining resolution.

100.20 Where a matter involves a conflict with, or within, an organization, a professional accountant should also consider consultingshall determine whether to consult with those charged with governance of the organization, such as the board of directors or the audit committee.

100.21 It may be in the best interests of the professional accountant to document the substance of the issue and details of any discussions held or decisions taken,made concerning that issue.

100.22 If a significant conflict cannot be resolved, a professional accountant may wish to obtain consider obtaining professional advice from the relevant professional body or from legal advisors, and thereby. The professional accountant generally can obtain guidance on ethical issues without breaching the fundamental principle of confidentiality if the matter is discussed with the relevant professional body on an anonymous basis or with a legal advisor under the protection of legal privilege. Instances in which the professional accountant may consider obtaining legal advice vary. For example, a professional accountant may have encountered a fraud, the reporting of which could breach the professional accountant’s responsibility to respect confidentiality. The professional accountant shouldmay consider obtaining legal advice in that instance to determine whether there is a requirement to report.

100.23 If, after exhausting all relevant possibilities, the ethical conflict remains unresolved, a professional accountant shouldshall, where possible, refuse to remain associated with the matter creating the conflict. The professional accountant mayshall determine thatwhether, in the circumstances, it is appropriate to withdraw from the engagement team∗ or specific assignment, or to resign altogether from the engagement, the firm or the employing organization.

∗ See Definitions.

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SECTION 110

Integrity

110.1 The principle of integrity imposes an obligation on all professional accountants to be straightforward and honest in professional and business relationships. Integrity also implies fair dealing and truthfulness.

110.2 A professional accountant shouldshall not knowingly be associated with reports, returns, communications or other information where they believethe professional accountant believes that the information:

(a) Contains a materially false or misleading statement;

(b) Contains statements or information furnished recklessly; or

(c) Omits or obscures information required to be included where such omission or obscurity would be misleading.

When a professional accountant becomes aware that the accountant has been associated with such information, the accountant shall take steps to be disassociated from that information.

110.3 A professional accountant will not be considereddeemed to be in breach of paragraph 110.2 if the professional accountant provides a modified report in respect of a matter contained in paragraph 110.2.

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SECTION 120

Objectivity

120.1 The principle of objectivity imposes an obligation on all professional accountants not to compromise their professional or business judgment because of bias, conflict of interest or the undue influence of others.

120.2 A professional accountant may be exposed to situations that may impair objectivity. It is impracticable to define and prescribe all such situations. Relationships that bias or unduly influence the professional judgment of theA professional accountant should be avoided. shall not perform a professional service if a circumstance or relationship biases or unduly influences the accountant’s professional judgment with respect to that service.

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SECTION 130

Professional Competence and Due Care

130.1 The principle of professional competence and due care imposes the following obligations on all professional accountants:

(a) To maintain professional knowledge and skill at the level required to ensure that clients or employers receive competent professional service; and

(b) To act diligently in accordance with applicable technical and professional standards when providing professional services.

130.2 Competent professional service requires the exercise of sound judgment in applying professional knowledge and skill in the performance of such service. Professional competence may be divided into two separate phases:

(c)(a) Attainment of professional competence; and

(d)(b) Maintenance of professional competence.

130.3 The maintenance of professional competence requires a continuing awareness and an understanding of relevant technical, professional and business developments. Continuing professional development develops and maintains the capabilities that enableenables a professional accountant to develop and maintain the capabilities to perform competently within the professional environments.

130.4 Diligence encompasses the responsibility to act in accordance with the requirements of an assignment, carefully, thoroughly and on a timely basis.

130.5 A professional accountant shouldshall take steps to ensure that those working under the professional accountant’s authority in a professional capacity have appropriate training and supervision.

130.6 Where appropriate, a professional accountant shouldshall make clients, employers or other users of the professional services aware of limitations inherent in the services to avoid the misinterpretation of an expression of opinion as an assertion of fact.

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SECTION 140

Confidentiality 140.1 The principle of confidentiality imposes an obligation on all professional accountants to

refrain from:

(c)(a) Disclosing outside the firm or employing organization confidential information acquired as a result of professional and business relationships without proper and specific authority or unless there is a legal or professional right or duty to disclose; and

(d)(b) Using confidential information acquired as a result of professional and business relationships to their personal advantage or the advantage of third parties.

140.2 A professional accountant shouldshall maintain confidentiality even, including in a social environment. The professional accountant shouldshall be alert to the possibility of inadvertent disclosure, particularly in circumstances involving long association with a to a close business associate or a close or immediate family∗ member.

140.3 A professional accountant should alsoshall maintain confidentiality of information disclosed by a prospective client or employer.

140.4 A professional accountant should also consider shall be aware of the need to maintain confidentiality of information within the firm or employing organization.

140.5 A professional accountant shouldshall take all reasonable steps to ensure that staff under the professional accountant’s control and persons from whom advice and assistance is obtained respect the professional accountant’s duty of confidentiality.

140.6 The need to comply with the principle of confidentiality continues even after the end of relationships between a professional accountant and a client or employer. When a professional accountant changes employment or acquires a new client, the professional accountant is entitled to use prior experience. The professional accountant shouldshall not, however, use or disclose any confidential information either acquired or received as a result of a professional or business relationship.

140.7 The following are circumstances where professional accountants are or may be required to disclose confidential information or when such disclosure may be appropriate:

(a) Disclosure is permitted by law and is authorized by the client or the employer;

(b) Disclosure is required by law, for example:

(v) Production of documents or other provision of evidence in the course of legal proceedings; or

(vi) Disclosure to the appropriate public authorities of infringements of the law that come to light; and

(c) There is a professional duty or right to disclose, when not prohibited by law:

∗ See Definitions.

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(vii) To comply with the quality review of a member body or professional body;

(viii) To respond to an inquiry or investigation by a member body or regulatory body;

(ix) To protect the professional interests of a professional accountant in legal proceedings; or

(x) To comply with technical standards and ethics requirements.

140.8 In deciding whether to disclose confidential information, a professional accountants shouldaccountant shall consider the following points:

(a) Whether the interests of all parties, including third parties whose interests may be affected, could be harmed if the client or employer consents to the disclosure of information by the professional accountant;

(b) Whether all the relevant information is known and substantiated, to the extent it is practicable; when the situation involves unsubstantiated facts, incomplete information or unsubstantiated conclusions, professional judgment shouldshall be used in determining the type of disclosure to be made, if any; and

(c) The type of communication that is expected and to whom it is addressed; in particular, professional accountants shouldshall be satisfied that the parties to whom the communication is addressed are appropriate recipients.

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SECTION 150

Professional Behavior

150.1 The principle of professional behavior imposes an obligation on all professional accountants to comply with relevant laws and regulations and avoid any action that the professional accountant knows or should know may bring discredit to the profession. This includes actions whichthat a reasonable and informed third party, having knowledge of all relevant informationweighing all the specific facts and circumstances available to the professional accountant at that time, would be likely to conclude negatively affects the good reputation of the profession in a negative manner.

150.2 In marketing and promoting themselves and their work, professional accountants should shall not bring the profession into disrepute. Professional accountants shouldshall be honest and truthful and should not:

(a) Make exaggerated claims for the services they are able to offer, the qualifications they possess, or experience they have gained; or

(b) Make disparaging references or unsubstantiated comparisons to the work of others.

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PART B—PROFESSIONAL ACCOUNTANTS IN PUBLIC PRACTICE

Page

Section 200 Introduction .......................................................................................................... 147

Section 210 Professional Appointment .................................................................................... 153

Section 220 Conflicts of Interest .............................................................................................. 157

Section 230 Second Opinions .................................................................................................. 159

Section 240 Fees and Other Types of Remuneration ............................................................... 160

Section 250 Marketing Professional Services .......................................................................... 162

Section 260 Gifts and Hospitality ............................................................................................ 163

Section 270 Custody of Client Assets ...................................................................................... 164

Section 280 Objectivity—All Services .................................................................................... 165

Section 290 Independence – Audit and Review Engagements ................................................. 166

Section 291 Independence – Other Assurance Engagements ................................................... 217

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SECTION 200

Introduction

200.1 This Part of the Code illustratesdescribes how the conceptual framework contained in Part A is to be applied by professional accountants in public practice. The examples in the following sections areThis Part does not intended to be, nor should they be interpreted as, an exhaustive list of describe all of the circumstances experiencedand relationships that could be encountered by a professional accountant in public practice that create or may create threats to compliance with the fundamental principles. Consequently, itTherefore, when the professional accountant in public practice encounters a circumstance or relationship that is not sufficient for a professional accountantexplicitly addressed in public practice merely to comply with the examples presented; ratherthis Part, the professional accountant in public practice shall apply the conceptual framework should be applied to the particularapproach described in Section 100 when evaluating the specific facts. The professional accountant in public practice is encouraged to be alert for such circumstances facedand relationships.

200.2 A professional accountant in public practice shouldshall not knowingly engage in any business, occupation, or activity that impairs or might impair integrity, objectivity or the good reputation of the profession and as a result would be incompatible with the rendering of professional servicesfundamental principles.

Threats and Safeguards

200.3 Compliance with the fundamental principles may potentially be threatened by a broad range of circumstances. Many and relationships. The nature and significance of the threats may differ depending on whether they arise in relation to the provision of services to an audit client* and whether the client is a public interest entity∗, an assurance client* that is not an audit client or a non-assurance client.

Threats may fall into the following categories:

(a) Self-interest;

(b) Self-review;

(c) Advocacy;

(d) Familiarity; and

(e) Intimidation.

These threats are discussed further in Part A of this Code.

The nature and significance of the threats may differ depending on whether they arise in relation to the provision of services to a financial statement audit client,∗ a non-financial statement audit assurance client* or a non-assurance client.

∗ See Definitions. ∗ See Definitions.

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200.4 Examples of circumstances that may create self-interest threats for a professional accountant in public practice include, but are not limited to:

• A member of the assurance team having a direct financial interest* in a client or jointly holding a financial interest with athe assurance client.

• UndueA firm having undue dependence on total fees from a client.

• HavingA member of the assurance team having a significant close business relationship with aan assurance client.

• ConcernA firm being concerned about the possibility of losing a significant client.

• PotentialA member of the audit team∗ entering into employment negotiations with athe audit client.

• Contingent fees*A firm entering into a contingent fee* arrangement relating to an assurance engagement.∗

• A loan to or from an assurance client or any of its directors or officersprofessional accountant discovering a significant error when evaluating the results of a previous professional service performed by a member of the professional accountant’s firm.

200.5 Examples of circumstances that may create self-review threats include, but are not limited to:

• The discovery of a significant error during a re-evaluation of the work of the professional accountant in public practice.

• Reporting on the A firm issuing an assurance report on the effectiveness of the operation of financial systems after being involved in their design or implementationdesigning or implementing the systems.

• HavingA firm having prepared the original data used to generate records that are the subject matter of the assurance engagement.

• A member of the assurance team* being, or having recently been, a director or officer* of that the client.

• A member of the assurance team being, or having recently been, employed by the client in a position to exert direct and significant influence over the subject matter of the engagement.

• PerformingThe firm performing a service for aan assurance client that directly affects the subject matter information of the assurance engagement.

200.6 Examples of circumstances that may create advocacy threats include, but are not limited to:

• PromotingThe firm promoting shares in a listed entity* when that entity is a financial statementan audit client.

∗ See Definitions. ∗ See Definitions.

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• ActingA professional accountant acting as an advocate on behalf of an assurance client in litigation or disputes with third parties.

200.7 Examples of circumstances that may create familiarity threats include, but are not limited to:

• A member of the engagement team having a close or immediate family relationship with a director or officer of the client.

• A member of the engagement team having a close or immediate family relationship with an employee of the client who is in a position to exert direct and significant influence over the subject matter of the engagement.

• A former partner of the firm being a director or officer of the client or an employee in a position to exert direct and significant influence over the subject matter of the engagement having recently been a partner of the firm.

• AcceptingA professional accountant accepting gifts or preferential treatment from a client, unless the value is clearly insignificanttrivial or inconsequential.

• LongSenior personnel having a long association of senior personnel with the assurance client.

200.8 Examples of circumstances that may create intimidation threats include, but are not limited to:

• Being A firm being threatened with dismissal or replacement in relation to from a client engagement.

• BeingAn audit client indicating that it will not award a planned non-assurance contract to the firm if the firm continues to disagree with the client’s accounting treatment for a particular transaction.

• A firm being threatened with litigation. by the client.

• BeingA firm being pressured to reduce inappropriately the extent of work performed in order to reduce fees.

• 200.9 A professional accountant in public practice may also find that specific circumstances give risefeeling pressured to unique threats to compliance with one oragree with the judgment of a client employee because the employee has more of the fundamental principles. Such unique threats obviously cannot be categorized. In either professional or business relationships, aexpertise on the matter in question.

• A professional accountant in public practice should always be on the alert for such circumstances and threatsbeing informed by a partner of the firm that a planned promotion will not occur unless the accountant agrees with an audit client’s inappropriate accounting treatment.

200.9 Safeguards that may eliminate or reduce threats to an acceptable level fall into two broad categories:

(a) Safeguards created by the profession, legislation or regulation; and

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(b) Safeguards in the work environment.

Examples of safeguards created by the profession, legislation or regulation are described in paragraph 100.1215 of Part A of this Code.

200.10 In the work environment, the relevant safeguards will vary depending on the circumstances. Work environment safeguards comprise firm-wide safeguards and engagement specific safeguards. A professional accountant in public practice shouldshall exercise judgment to determine how to best to deal with an identified threat that is not at an acceptable level, whether by applying safeguards to eliminate the threat or reduce it to an acceptable level or by terminating or declining the relevant engagement. In exercising this judgment, a professional accountant in public practice shouldshall consider whatwhether a reasonable and informed third party, having knowledge of weighing all relevant information, includingthe specific facts and circumstances available to the significance of the threat and the safeguards appliedprofessional accountant at that time, would reasonablybe likely to conclude that the threats would be eliminated or reduced to be an acceptable level by the application of safeguards, such that compliance with the fundamental principles is not compromised. This consideration will be affected by matters such as the significance of the threat, the nature of the engagement and the structure of the firm.

200.11 In the work environment, the relevant safeguards will vary depending on the circumstances. Work environment safeguards comprise firm-wide safeguards and engagement specific safeguards.

200.12 FirmExamples of firm-wide safeguards in the work environment may include:

• Leadership of the firm that stresses the importance of compliance with the fundamental principles.

• Leadership of the firm that establishes the expectation that members of an assurance team will act in the public interest.

• Policies and procedures to implement and monitor quality control of engagements.

• Documented policies regarding the identification ofneed to identify threats to compliance with the fundamental principles, the evaluation ofevaluate the significance of these those threats, and the identification and the application ofapply safeguards to eliminate or reduce the threats, other than those that are clearly insignificant, to an acceptable level.

• For firms that perform assurance engagements, documented independence∗ policies regarding the identification of threats to independence, the evaluation of the significance of these threats and the evaluation and application of or, when appropriate safeguards to eliminate or reduce the threats, other than those that are

∗ See Definitions.

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clearly insignificant, to an acceptable levelare not available or cannot be applied, terminate or decline the relevant engagement.

• Documented internal policies and procedures requiring compliance with the fundamental principles.

• Policies and procedures that will enable the identification of interests or relationships between the firm or members of engagement teams and clients.

• Policies and procedures to monitor and, if necessary, manage the reliance on revenue received from a single client.

• Using different partners and engagement teams with separate reporting lines for the provision of non-assurance services to an assurance client.

• Policies and procedures to prohibit individuals who are not members of an engagement team from inappropriately influencing the outcome of the engagement.

• Timely communication of a firm’s policies and procedures, including any changes to them, to all partners and professional staff, and appropriate training and education on such policies and procedures.

• Designating a member of senior management to be responsible for overseeing the adequate functioning of the firm’s quality control system.

• Advising partners and professional staff of those assurance clients and related entities from which they must be independentindependence∗ is required.

• A disciplinary mechanism to promote compliance with policies and procedures.

• Published policies and procedures to encourage and empower staff to communicate to senior levels within the firm any issue relating to compliance with the fundamental principles that concerns them.

200.13 EngagementExamples of engagement-specific safeguards in the work environment may include:

• Involving an additionalHaving a professional accountant towho was not involved with the previous non-assurance service review the non-assurance work doneperformed or otherwise advise as necessary.

• Having a professional accountant who was not a member of the assurance team review the assurance work performed or otherwise advise as necessary.

• Consulting an independent third party, such as a committee of independent directors, a professional regulatory body or another professional accountant.

• Discussing ethical issues with those charged with governance of the client.

∗ See Definitions.

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• Disclosing to those charged with governance of the client the nature of services provided and extent of fees charged.

• Involving another firm to perform or re-perform part of the engagement.

• Rotating senior assurance team personnel.

200.14 Depending on the nature of the engagement, a professional accountant in public practice may also be able to rely on safeguards that the client has implemented. However it is not possible to rely solely on such safeguards to reduce threats to an acceptable level.

200.15 SafeguardsExamples of safeguards within the client’s systems and procedures may include:

• When aThe client appoints a firm in public practice to perform an engagement,requires persons other than management to ratify or approve the appointment of a firm to perform an engagement.

• The client has competent employees with experience and seniority to make managerial decisions.

• The client has implemented internal procedures that ensure objective choices in commissioning non-assurance engagements.

• The client has a corporate governance structure that provides appropriate oversight and communications regarding the firm’s services.

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SECTION 210

Professional Appointment

Client Acceptance

210.1 Before accepting a new client relationship, a professional accountant in public practice should considershall determine whether acceptance would create any threats to compliance with the fundamental principles. Potential threats to integrity or professional behavior may be created from, for example, questionable issues associated with the client (its owners, management andor activities).

210.2 Client issues that, if known, could threaten compliance with the fundamental principles include, for example, client involvement in illegal activities (such as money laundering), dishonesty or questionable financial reporting practices.

210.3 The significance of any threats should be evaluated. If identified threats are other than clearly insignificant, safeguards should be considered and applied asA professional accountant in public practice shall evaluate the significance of any threats and apply safeguards when necessary to eliminate them or reduce them to an acceptable level.

210.4 Appropriate Examples of such safeguards may include obtaining:

• Obtaining knowledge and understanding of the client, its owners, managers and those responsible for its governance and business activities,; or securing

• Securing the client’s commitment to improve corporate governance practices or internal controls.

210.4 Where it is not possible to reduce the threats to an acceptable level, athe professional accountant in public practice shouldshall decline to enter into the client relationship.

210.5 Acceptance decisions should be The professional accountant in public practice shall periodically reviewed review acceptance decisions for recurring client engagements.

Engagement Acceptance

210.6 A professional accountant in public practice shouldshall agree to provide only those services that the professional accountant in public practice is competent to perform. Before accepting a specific client engagement, a professional accountant in public practice should considershall determine whether acceptance would create any threats to compliance with the fundamental principles. For example, a self-interest threat to professional competence and due care is created if the engagement team does not possess, or cannot acquire, the competencies necessary to properly carry out the engagement.

210.7 A professional accountant in public practice shouldshall evaluate the significance of identified threats and, if they are other than clearly insignificant, apply safeguards should be applied as, when necessary, to eliminate them or reduce them to an acceptable level. SuchExamples of such safeguards may include:

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• Acquiring an appropriate understanding of the nature of the client’s business, the complexity of its operations, the specific requirements of the engagement and the purpose, nature and scope of the work to be performed.

• Acquiring knowledge of relevant industries or subject matters.

• Possessing or obtaining experience with relevant regulatory or reporting requirements.

• Assigning sufficient staff with the necessary competencies.

• Using experts where necessary.

• Agreeing on a realistic time frame for the performance of the engagement.

• Complying with quality control policies and procedures designed to provide reasonable assurance that specific engagements are accepted only when they can be performed competently.

210.8 When a professional accountant in public practice intends to rely on the advice or work of an expert, the professional accountant in public practice should evaluateshall determine whether such reliance is warranted. The professional accountant in public practice shouldshall consider factors such as reputation, expertise, resources available and applicable professional and ethical standards. Such information may be gained from prior association with the expert or from consulting others.

Changes in a Professional Appointment

210.9 A professional accountant in public practice who is asked to replace another professional accountant in public practice, or who is considering tendering for an engagement currently held by another professional accountant in public practice, should shall determine whether there are any reasons, professional or otherwise, for not accepting the engagement, such as circumstances that threaten create threats to compliance with the fundamental principles that cannot be eliminated or reduced to an acceptable level by the application of safeguards. For example, there may be a threat to professional competence and due care if a professional accountant in public practice accepts the engagement before knowing all the pertinent facts.

210.10 The A professional accountant in public practice shall evaluate the significance of the any threats should be evaluated. Depending on the nature of the engagement, this may require direct communication with the existing accountant∗ to establish the facts and circumstances behindregarding the proposed change so that the professional accountant in public practice can decide whether it would be appropriate to accept the engagement. For example, the apparent reasons for the change in appointment may not fully reflect the facts and may indicate disagreements with the existing accountant that may influence the decision as to whether to accept the appointment.

∗ See Definitions.

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210.11 Safeguards shall be applied, when necessary, to eliminate any threats or reduce them to an acceptable level. Examples of such safeguards include:

• When replying to requests to submit tenders, stating in the tender that, before accepting the engagement, contact with the existing accountant will be requested so that inquiries may be made as to whether there are any professional or other reasons why the appointment should not be accepted;

• Asking the existing accountant to provide known information on any facts or circumstances that, in the existing accountant’s opinion, the proposed accountant needs to be aware of before deciding whether to accept the engagement; and

• Obtaining necessary information from other sources.

When the threats cannot be eliminated or reduced to an acceptable level through the application of safeguards, a professional accountant in public practice shall, unless there is satisfaction as to necessary facts by other means, decline the engagement.

210.12 A professional accountant in public practice may be asked to undertake work that is complementary or additional to the work of the existing accountant. Such circumstances may create threats to professional competence and due care resulting from, for example, a lack of or incomplete information. The significance of any threat shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. An example of such a safeguard is notifying the existing accountant of the proposed work, which would give the existing accountant the opportunity to provide any relevant information needed for the proper conduct of the work.

210.13 An existing accountant is bound by confidentiality. The extent to whichWhether the professional accountant in public practice can and shouldis permitted to or is required to discuss the affairs of a client with a proposed accountant will depend on the nature of the engagement and on:

(a) Whether the client’s permission to do so has been obtained; or

(b) The legal or ethical requirements relating to such communications and disclosure, which may vary by jurisdiction.

210.14 In the absence of specific instructions byfrom the client, an existing accountant shouldshall not ordinarily volunteer information about the client’s affairs. Circumstances where it may be appropriate to disclose confidential information are set out in Section 140 of Part A of this Code.

If identified threats are other than clearly insignificant, safeguards should be considered and applied as necessary to eliminate them or reduce them to an acceptable level.

Such safeguards may include:

• Discussing the client’s affairs fully and freely with the existing accountant.

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• Asking the existing accountant to provide known information on any facts or circumstances that, in the existing accountant’s opinion, the proposed accountant should be aware of before deciding whether to accept the engagement.

• When replying to requests to submit tenders, stating in the tender that, before accepting the engagement, contact with the existing accountant will be requested so that inquiries may be made as to whether there are any professional or other reasons why the appointment should not be accepted.

210.15 A professional accountant in public practice will ordinarilygenerally need to obtain the client’s permission, preferably in writing, to initiate discussion with an existing accountant. Once that permission is obtained, the existing accountant shouldshall comply with relevant legal and other regulations governing such requests. Where the existing accountant provides information, it shouldshall be provided honestly and unambiguously. If the proposed accountant is unable to communicate with the existing accountant, the proposed accountant shouldshall try to obtain information about any possible threats by other means, such as through inquiries of third parties or background investigations on of senior management or those charged with governance of the client.

210.17 Where the threats cannot be eliminated or reduced to an acceptable level through the application of safeguards, a professional accountant in public practice should, unless there is satisfaction as to necessary facts by other means, decline the engagement.

210.18 A professional accountant in public practice may be asked to undertake work that is complementary or additional to the work of the existing accountant. Such circumstances may give rise to potential threats to professional competence and due care resulting from, for example, a lack of or incomplete information. Safeguards against such threats include notifying the existing accountant of the proposed work, which would give the existing accountant the opportunity to provide any relevant information needed for the proper conduct of the work.

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SECTION 220

Conflicts of Interest

220.1 A professional accountant in public practice shouldshall take reasonable steps to identify circumstances that could pose a conflict of interest. Such circumstances may give rise tocreate threats to compliance with the fundamental principles. For example, a threat to objectivity may be created when a professional accountant in public practice competes directly with a client or has a joint venture or similar arrangement with a major competitor of a client. A threat to objectivity or confidentiality may also be created when a professional accountant in public practice performs services for clients whose interests are in conflict or the clients are in dispute with each other in relation to the matter or transaction in question.

220.2 A professional accountant in public practice shouldshall evaluate the significance of any threats. Evaluation includes considering, before accepting or continuing a client relationship or specific engagement, whether the professional accountant in public practice has any business interests, or relationships with the client or a third party that could give rise to threats. If threats are other than clearly insignificant, and apply safeguards should be considered and applied aswhen necessary to eliminate themthe threats or reduce them to an acceptable level. Before accepting or continuing a client relationship or specific engagement, the professional accountant in public practice shall evaluate the significance of any threat created by business interests or relationships with the client or a third party.

220.3 Depending upon the circumstances giving rise to the conflict, application of one of the following safeguards should ordinarily include the professional accountant in public practiceis generally necessary:

(a) Notifying the client of the firm’s business interest or activities that may represent a conflict of interest, and obtaining their consent to act in such circumstances; or

(b) Notifying all known relevant parties that the professional accountant in public practice is acting for two or more parties in respect of a matter where their respective interests are in conflict, and obtaining their consent to so act; or

(c) Notifying the client that the professional accountant in public practice does not act exclusively for any one client in the provision of proposed services (for example, in a particular market sector or with respect to a specific service) and obtaining their consent to so act.

220.4 The professional accountant shall also determine whether to apply one or more of the following additional safeguards should also be considered:

(a) The use of separate engagement teams; and

(b) Procedures to prevent access to information (e.g., strict physical separation of such teams, confidential and secure data filing); and

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(c) Clear guidelines for members of the engagement team on issues of security and confidentiality; and

(d) The use of confidentiality agreements signed by employees and partners of the firm; and

(e) Regular review of the application of safeguards by a senior individual not involved with relevant client engagements.

220.5 Where a conflict of interest posescreates a threat to one or more of the fundamental principles, including objectivity, confidentiality, or professional behavior, that cannot be eliminated or reduced to an acceptable level through the application of safeguards, the professional accountant in public practice shouldshall conclude that it is not appropriate to accept a specific engagement or that resignation from one or more conflicting engagements is required.

220.6 Where a professional accountant in public practice has requested consent from a client to act for another party (which may or may not be an existing client) in respect of a matter where the respective interests are in conflict and that consent has been refused by the client, then the professional accountant in public practice mustshall not continue to act for one of the parties in the matter giving rise to the conflict of interest.

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SECTION 230

Second Opinions

230.1 Situations where a professional accountant in public practice is asked to provide a second opinion on the application of accounting, auditing, reporting or other standards or principles to specific circumstances or transactions by or on behalf of a company or an entity that is not an existing client may give rise tocreate threats to compliance with the fundamental principles. For example, there may be a threat to professional competence and due care in circumstances where the second opinion is not based on the same set of facts that were made available to the existing accountant, or is based on inadequate evidence. The existence and significance of the any threat will depend on the circumstances of the request and all the other available facts and assumptions relevant to the expression of a professional judgment.

230.2 When asked to provide such an opinion, a professional accountant in public practice shouldshall evaluate the significance of theany threats and, if they are other than clearly insignificant, apply safeguards should be considered and applied aswhen necessary to eliminate them or reduce them to an acceptable level. SuchExamples of such safeguards may include seeking client permission to contact the existing accountant, describing the limitations surrounding any opinion in communications with the client and providing the existing accountant with a copy of the opinion.

230.3 If the company or entity seeking the opinion will not permit communication with the existing accountant, a professional accountant in public practice should considershall determine whether, taking all the circumstances into account, it is appropriate to provide the opinion sought.

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SECTION 240

Fees and Other Types of Remuneration

240.1 When entering into negotiations regarding professional services, a professional accountant in public practice may quote whatever fee is deemed to be appropriate. The fact that one professional accountant in public practice may quote a fee lower than another is not in itself unethical. Nevertheless, there may be threats to compliance with the fundamental principles arising from the level of fees quoted. For example, a self-interest threat to professional competence and due care is created if the fee quoted is so low that it may be difficult to perform the engagement in accordance with applicable technical and professional standards for that price.

240.2 The existence and significance of suchany threats created will depend on factors such as the level of fee quoted and the services to which it applies. In viewThe significance of these potential threats,any threat shall be evaluated and safeguards should be considered and applied aswhen necessary to eliminate themthe threat or reduce themit to an acceptable level. Safeguards which may be adoptedExamples of such safeguards include:

• Making the client aware of the terms of the engagement and, in particular, the basis on which fees are charged and which services are covered by the quoted fee.

• Assigning appropriate time and qualified staff to the task.

240.3 Contingent fees are widely used for certain types of non-assurance engagements.10 They may, however, give rise tocreate threats to compliance with the fundamental principles in certain circumstances. They may give rise tocreate a self-interest threat to objectivity. The existence and significance of such threats will depend on factors including:

• The nature of the engagement.

• The range of possible fee amounts.

• The basis for determining the fee.

• Whether the outcome or result of the transaction is to be reviewed by an independent third party.

240.4 The significance of any such threats shouldshall be evaluated and, if they are other than clearly insignificant, safeguards should be considered and applied aswhen necessary to eliminate or reduce them to an acceptable level. SuchExamples of such safeguards may include:

• An advance written agreement with the client as to the basis of remuneration.

• Disclosure to intended users of the work performed by the professional accountant in public practice and the basis of remuneration.

10 Contingent fees for non-assurance services provided to audit clients and other assurance clients are discussed in

SectionSections 290 and 291 of this part of the Code.

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• Quality control policies and procedures.

• Review by an objective third party of the work performed by the professional accountant in public practice.

240.5 In certain circumstances, a professional accountant in public practice may receive a referral fee or commission relating to a client. For example, where the professional accountant in public practice does not provide the specific service required, a fee may be received for referring a continuing client to another professional accountant in public practice or other expert. A professional accountant in public practice may receive a commission from a third party (e.g., a software vendor) in connection with the sale of goods or services to a client. Accepting such a referral fee or commission may give rise tocreates a self-interest threats to objectivity and professional competence and due care.

240.6 A professional accountant in public practice may also pay a referral fee to obtain a client, for example, where the client continues as a client of another professional accountant in public practice but requires specialist services not offered by the existing accountant. The payment of such a referral fee may also createcreates a self-interest threat to objectivity and professional competence and due care.

240.7 A professional accountant in public practice should not pay or receive a referral fee or commission, unlessThe significance of the professional accountant in public practice has establishedthreat shall be evaluated and safeguards applied when necessary to eliminate the threats or reduce themit to an acceptable level. SuchExamples of such safeguards may include:

• Disclosing to the client any arrangements to pay a referral fee to another professional accountant for the work referred.

• Disclosing to the client any arrangements to receive a referral fee for referring the client to another professional accountant in public practice.

• Obtaining advance agreement from the client for commission arrangements in connection with the sale by a third party of goods or services to the client.

240.8 A professional accountant in public practice may purchase all or part of another firm on the basis that payments will be made to individuals formerly owning the firm or to their heirs or estates. Such payments are not regarded as commissions or referral fees for the purpose of paragraph 240.5−240.7 above.

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SECTION 250

Marketing Professional Services

250.1 When a professional accountant in public practice solicits new work through advertising∗ or other forms of marketing, there may be potential threats to compliance with the fundamental principles. For example, a self-interest threat to compliance with the principle of professional behavior is created if services, achievements, or products are marketed in a way that is inconsistent with that principle.

250.2 A professional accountant in public practice shouldshall not bring the profession into disrepute when marketing professional services. The professional accountant in public practice shouldshall be honest and truthful and should not:

• Make exaggerated claims for services offered, qualifications possessed, or experience gained; or

• Make disparaging references to or unsubstantiated comparisons to the work of another.

If the professional accountant in public practice is in doubt about whether a proposed form of advertising or marketing is appropriate, the professional accountant in public practice should consultshall consider consulting with the relevant professional body.

∗ See Definitions.

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SECTION 260

Gifts and Hospitality

260.1 A professional accountant in public practice, or an immediate or close family∗ member, may be offered gifts and hospitality from a client. Such an offer ordinarily gives rise tomay create threats to compliance with the fundamental principles. For example, a self-interest threats to objectivity may be created if a gift from a client is accepted; an intimidation threats threat to objectivity may result from the possibility of such offers being made public.

260.2 The existence and significance of such threatsany threat will depend on the nature, value, and intent behind of the offer. Where gifts or hospitality which are offered that a reasonable and informed third party, having knowledge of weighing all relevant informationthe specific facts and circumstances, would consider clearly insignificant are madetrivial and inconsequential, a professional accountant in public practice may conclude that the offer is made in the normal course of business without the specific intent to influence decision making or to obtain information. In such cases, the professional accountant in public practice may generally conclude that there is no significantany threat to compliance with the fundamental principles is at an acceptable level.

260.3 If evaluated threats are other than clearly insignificant,A professional accountant in public practice shall evaluate the significance of any threats and apply safeguards should be considered and applied aswhen necessary to eliminate them the threats or reduce them to an acceptable level. When the threats cannot be eliminated or reduced to an acceptable level through the application of safeguards, a professional accountant in public practice shouldshall not accept such an offer.

∗ See Definitions.

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SECTION 270

Custody of Client Assets

270.1 A professional accountant in public practice shouldshall not assume custody of client monies or other assets unless permitted to do so by law and, if so, in compliance with any additional legal duties imposed on a professional accountant in public practice holding such assets.

270.2 The holding of client assets creates threats to compliance with the fundamental principles; for example, there is a self-interest threat to professional behavior and may be a self interest threat to objectivity arising from holding client assets. To safeguard against such threats, aA professional accountant in public practice entrusted with money (or other assets) belonging to others shouldshall therefore:

(e)(a)Keep such assets separately from personal or firm assets; and

(f)(b) Use such assets only for the purpose for which they are intended; and

(g)(c) At all times, be ready to account for those assets, and any income, dividends, or gains generated, to any persons entitled to such accounting; and

(h)(d) Comply with all relevant laws and regulations relevant to the holding of and accounting for such assets.

270.3 In addition, professional accountants in public practice shouldshall be aware of threats to compliance with the fundamental principles through association with such assets, for example, if the assets were found to derivederived from illegal activities, such as money laundering. As part of client and engagement acceptance procedures for such services, professional accountants in public practice shouldshall make appropriate inquiries about the source of such assets and should consider their legal and regulatory obligations. They may also consider seeking legal advice.

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SECTION 280

Objectivity—All Services

280.1 A professional accountant in public practice should considershall determine when providing any professional service whether there are threats to compliance with the fundamental principle of objectivity resulting from having interests in, or relationships with, a client or its directors, officers or employees. For example, a familiarity threat to objectivity may be created from a family or close personal or business relationship.

280.2 A professional accountant in public practice who provides an assurance service is required to be independent of the assurance client. Independence of mind and in appearance is necessary to enable the professional accountant in public practice to express a conclusion, and be seen to express a conclusion, without bias, conflict of interest, or undue influence of others. SectionSections 290 providesand 291 provide specific guidance on independence requirements for professional accountants in public practice when performing an assurance engagements.

280.3 The existence of threats to objectivity when providing any professional service will depend upon the particular circumstances of the engagement and the nature of the work that the professional accountant in public practice is performing.

280.4 A professional accountant in public practice shouldshall evaluate the significance of identified threats and, if they are other than clearly insignificant, apply safeguards should be considered and applied aswhen necessary to eliminate them or reduce them to an acceptable level. SuchExamples of such safeguards may include:

• Withdrawing from the engagement team.

• Supervisory procedures.

• Terminating the financial or business relationship giving rise to the threat.

• Discussing the issue with higher levels of management within the firm.

• Discussing the issue with those charged with governance of the client.

If safeguards cannot eliminate or reduce the threat to an acceptable level, the professional accountant shall decline or terminate the relevant engagement.

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SECTION 290

INDEPENDENCE – ―AUDIT AND REVIEW ENGAGEMENTS

CONTENTS Paragraph

Objective and Structure of Section ................................................................................. 290.1

A Conceptual Framework Approach to Independence ................................................... 290.6

Networks and Network Firms ......................................................................................... 290.13

Public Interest Entities .................................................................................................... 290.25

Related Entities ............................................................................................................... 290.27

Those Charged with Governance .................................................................................... 290.28

Documentation ................................................................................................................ 290.29

Engagement Period ......................................................................................................... 290.30

Other Considerations ...................................................................................................... 290.33

Application of athe Conceptual Framework Approach to Independence ....................... 290.100

Financial Interests ........................................................................................................... 290.102

Loans and Guarantees ..................................................................................................... 290.118

Close Business Relationships ......................................................................................... 290.124

Family and Personal Relationships ................................................................................. 290.127

Employment with an Audit Client .................................................................................. 290.134

Temporary Staff Assignments ........................................................................................ 290.142

Recent Service with an Audit Client ............................................................................... 290.143

Serving as a Director or Officer of an Audit Client ........................................................ 290.146

Long Association of Senior Personnel (Including Partner Rotation) with an Audit Client .................................................................................................. 290.150

Provision of Non-assurance Services to Audit Clients ................................................... 290.156

Management Responsibilities ................................................................................... 209.162

Preparing Accounting Records and Financial Statements ........................................ 290.167

Valuation Services .................................................................................................... 290.175

Taxation Services ...................................................................................................... 290.181

Internal Audit Services ............................................................................................. 290.195

IT Systems Services .................................................................................................. 290.201

Litigation Support Services ....................................................................................... 290.207

Legal Services ........................................................................................................... 290.209

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Recruiting Services ................................................................................................... 290.214

Corporate Finance Services ...................................................................................... 290.216

Fees ................................................................................................................................. 290.220

Fees—Relative Size .................................................................................................. 290.220

Fees—Overdue ......................................................................................................... 290.222

Contingent Fees ........................................................................................................ 290.223

Compensation and Evaluation Policies ........................................................................... 290.227

Gifts and Hospitality ....................................................................................................... 290.229

Actual or Threatened Litigation ...................................................................................... 290.230

Reports that Include a Restriction on Use and Distribution ........................................... 290.500

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Objective and Structure of Section

290.1 This section addresses the independence requirements for audit engagements* and review engagements,* which are assurance engagements* in which a professional accountant in public practice* expresses a conclusion on financial statements.* Such engagements comprise audit and review engagements to report on a complete set of financial statements and a single financial statement. Independence requirements for assurance engagements that are not audit or review engagements are addressed in Section 291.

290.2 In certain circumstances involving audit engagements where the audit report includes a restriction on use and distribution and provided certain conditions are met, the independence requirements in this section may be modified as provided in paragraphs 290.500 to 290.514. The modifications are not permitted in the case of an audit of financial statements required by law or regulation.

290.3 In this section, the term(s):

• “Audit,” “audit team*,” “audit engagement,” “audit client*” and “audit report” includes review, review team,∗ review engagement, review client* and review report; and

• “Firm*” includes network firm,** except where otherwise stated.

290.4 Compliance with the fundamental principle of objectivity is enhanced byrequires being independent of audit clients. In the case of audit engagements, it is in the public interest and, therefore required by this Code of Ethics, that members of audit teams, firms and network firms be independent of audit clients.

290.5 The objective of this section is to assist firms and members of audit teams in applying a conceptual framework approach described below to achieving and maintaining independence.

A Conceptual Framework Approach to Independence

290.6 Independence requires:

Independence of Mind

The state of mind that permits the expression of a conclusion without being affected by influences that compromise professional judgment, thereby allowing an individual to act with integrity, and exercise objectivity and professional skepticism.

Independence in Appearance

The avoidance of facts and circumstances that are so significant that a reasonable and informed third party would be likely to conclude, weighing all the specific facts and circumstances, that a firm’s, or a member of the audit team’s, integrity, objectivity or professional skepticism has been compromised.

∗ See Definitions.

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290.7 A conceptual framework approach to achieving and maintaining independence involves using professional judgment to apply the framework. The framework requires the professional accountant to:

(a) Identifying threats to independence;

(b) Evaluating whether these threats are clearly insignificant,∗ Evaluate the significance of the threats identified; and

(c) When the threats are not clearly insignificant, identifying and applyingApply safeguards when necessary to eliminate the threats or reduce them to an acceptable level; and

(a)(d) WhenWhen the professional accountant determines that appropriate safeguards are not available or cannot be applied to eliminate the threats or reduce them to an acceptable level, eliminating the activitythe professional accountant shall eliminate the circumstance or relationship creating the threats or declining or terminatingdecline or terminate the audit engagement.

290.8 Many different circumstances, or combinationcombinations of circumstances, may be relevant in assessing threats to independence. Accordingly, itIt is impossible to define every situation that creates threats to independence and to specify the appropriate mitigating action. A Therefore, this Code provides a conceptual framework that requires firms and members of audit teams to identify, evaluate, and address threats to independence, rather than merely comply. The conceptual framework approach assists professional accountants in practice in complying with a set of specific rules that may be arbitrary, is, therefore, in the public interest.

290.8 the ethical requirements in this Code. It accommodates many variations in circumstances that create threats to independence and can deter a professional accountant from concluding that a situation is permitted if it is not specifically prohibited.

290.9 Paragraphs 290.100 and onwards demonstrate describe how the conceptual framework approach to independence is to be applied. These paragraphs do not describe address all the circumstances that could be experienced. and relationships that create or may create threats to independence. Therefore, in any situation not explicitly addressed in these paragraphs, the conceptual framework should be usedshall be applied when evaluating the particular circumstances and relationships.

290.10 In deciding whether to accept or continue an engagement, or whether a particular individual should may be a member of the audit team, a firm shouldshall identify and evaluate any threats to independence. If the threats are not at an acceptable level, and consider the availability of appropriatethe decision is whether to accept an engagement or include a particular individual on the audit team, the firm shall determine whether safeguards are available to eliminate such the threats or reduce them to an acceptable level. The evaluation shouldIf the decision is whether to continue an engagement, the

∗ See Definitions.

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firm shall determine whether any existing safeguards will continue to be effective to eliminate the threats or reduce them to an acceptable level or whether other safeguards will need to be undertaken before accepting the engagement and during the engagement when relevantapplied or whether the engagement needs to be terminated. Whenever new information about a threat to independence comes to the attention of the firm.

290.10 during the engagement, the firm shall evaluate the significance of the threat by applying the conceptual framework approach.

290.11 Throughout this section, reference is made to significant and clearly insignificantthe significance of threats to independence. In consideringevaluating the significance of any particular matterthreat, qualitative as well as quantitative factors shouldshall be taken into account. A matter should be considered clearly insignificant only if it is deemed to be both trivial and inconsequential.

290.12 This section does not, in most cases, prescribe the specific responsibility of individuals within the firm for actions related to independence because responsibility may differ depending on the size, structure and organization of a firm. The firm is required by International Standards on Quality Control to establish policies and procedures designed to provide it with reasonable assurance that independence is maintained when required by relevant ethical requirements. In addition, International Standards on Auditing require the engagement partner∗ to form a conclusion on compliance with the independence requirements that apply to the engagement.

Networks and Network Firms

290.13 If a firm is considereddeemed to be a network firm, the firm is required toshall be independent of the audit clients of the other firms within the network∗ (unless otherwise stated in this Code). The independence requirements in this section that apply to a network firm apply to any entity, such as a consulting practice or professional law practice, that meets the definition of a network firm irrespective of whether the entity itself meets the definition of a firm.

290.14 To enhance their ability to provide professional services, firms frequently form larger structures with other firms and entities. Whether these larger structures create a network depends on the particular facts and circumstances and does not depend on whether the firms and entities are legally separate and distinct. For example, a larger structure may be aimed only at facilitating the referral of work, which in itself does not meet the criteria necessary to constitute a network. Alternatively, a larger structure might be such that it is aimed at co-operation and the firms share a common brand name, a common system of quality control, or significant professional resources and consequently is considereddeemed to be a network.

290.15 The judgment as to whether the larger structure is a network shouldshall be made in light of whether a reasonable and informed third party would be likely to conclude,

∗ See Definitions. ∗ See Definitions.

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weighing all the specific facts and circumstances, that the entities are associated in such a way that a network exists. This judgment shouldshall be applied consistently throughout the network.

290.16 Where the larger structure is aimed at co-operation and it is clearly aimed at profit or cost sharing among the entities within the structure, it is considereddeemed to be a network. However, the sharing of immaterial costs woulddoes not in itself create a network. In addition, if the sharing of costs is limited only to those costs related to the development of audit methodologies, manuals, or training courses, this would not in itself create a network. Further, an association between a firm and an otherwise unrelated entity to jointly provide a service or develop a product woulddoes not in itself create a network.

290.17 Where the larger structure is aimed at cooperation and the entities within the structure share common ownership, control or management, it is considereddeemed to be a network. This could be achieved by contract or other means.

290.18 Where the larger structure is aimed at co-operation and the entities within the structure share common quality control policies and procedures, it is considereddeemed to be a network. For this purpose, common quality control policies and procedures would be are those designed, implemented and monitored across the larger structure.

290.19 Where the larger structure is aimed at co-operation and the entities within the structure share a common business strategy, it is considereddeemed to be a network. Sharing a common business strategy involves an agreement by the entities to achieve common strategic objectives. An entity is not considereddeemed to be a network firm merely because it co-operates with another entity solely to respond jointly to a request for a proposal for the provision of a professional service.

290.20 Where the larger structure is aimed at co-operation and the entities within the structure share the use of a common brand name, it is considereddeemed to be a network. A common brand name includes common initials or a common name. A firm is considereddeemed to be using a common brand name if it includes, for example, the common brand name as part of, or along with, its firm name, when a partner of the firm signs an audit report.

290.21 Even though a firm does not belong to a network and does not use a common brand name as part of its firm name, it may give the appearance that it belongs to a network if it makes reference in its stationery or promotional materials to being a member of an association of firms. Accordingly, if care is not taken in how a firm should carefully consider how it describes any such memberships in order to avoid the , a perception may be created that it the firm belongs to a network.

290.22 If a firm sells a component of its practice, the sales agreement sometimes provides that, for a limited period of time, the component may continue to use the name of the firm, or an element of the name, even though it is no longer connected to the firm. In such circumstances, while the two entities may be practicing under a common name, the facts are such that they do not belong to a larger structure aimed at co-operation and are, therefore, not network firms. Those entities should carefully considershall

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determine how to disclose that they are not network firms when presenting themselves to outside parties.

290.23 Where the larger structure is aimed at co-operation and the entities within the structure share a significant part of professional resources, it is considereddeemed to be a network. Professional resources include:

• Common systems that enable firms to exchange information such as client data, billing and time records;

• Partners and staff;

• Technical departments that consult on technical or industry specific issues, transactions or events for assurance engagements;

• Audit methodology or audit manuals; and

• Training courses and facilities.

290.24 The determination of whether the professional resources shared are significant, and therefore the firms are network firms, shouldshall be made based on the relevant facts and circumstances. Where the shared resources are limited to common audit methodology or audit manuals, with no exchange of personnel or client or market information, it is unlikely that the shared resources would be considered to be significant. The same applies to a common training endeavor. Where, however, the shared resources involve the exchange of people or information, such as where staff are drawn from a shared pool, or a common technical department is created within the larger structure to provide participating firms with technical advice that the firms are required to follow, a reasonable and informed third party is more likely to conclude that the shared resources are significant.

Public Interest Entities

290.25 Section 290 contains additional provisions that reflect the extent of public interest in the entity is taken into account. This section, therefore, contains enhanced safeguards to recognize the degree of public interest in certain entities. For the purpose of this section, public interest entities are:

• all listed entities*; and

• any entity (a) defined by regulation or legislation as a public interest entity or (b) for which the audit is required by regulation or legislation to be conducted in compliance with the same independence requirements that apply to the audit of listed entities. Such regulation may be promulgated by any relevant regulator, including an audit regulator.

290.26 Firms and member bodies are encouraged to considerdetermine whether to treat additional entities, or certain categories of entities, should also be treated as public interest entities because they have a large number and wide range of stakeholders. Factors to be considered include:

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•(a) The nature of the business, such as the holding of assets in a fiduciary capacity for a large number of stakeholders. Examples may include financial institutions, such as banks and insurance companies, and pension funds;

•(b) Size; and

•(c) Number of employees.

Related Entities 290.27 In the case of an audit client that is a listed entity,* references to an audit client in this

section include related entities of the client (unless otherwise stated). For all other audit clients, references to an audit client in this section include related entities over which the client has direct or indirect control. When the audit team knows or has reason to believe that a relationship or circumstance involving another related entity* of the client is relevant to the evaluation of the firm’s independence from the client, the audit team should considershall include that related entity when identifying and evaluating threats to independence and applying appropriate safeguards.

Those Charged with Governance

290.28 Even when not required by applicable auditing standards, law or regulation, regular communication is encouraged between the firm and those charged with governance∗of the audit client regarding relationships and other matters that might, in the firm’s opinion, reasonably bear on independence. Such communication enables those charged with governance to (a) consider the firm’s judgments in identifying and evaluating threats to independence, (b) consider the appropriateness of safeguards applied to eliminate them or reduce them to an acceptable level, and (c) take appropriate action. Such an approach can be particularly helpful with respect to intimidation and familiarity threats.

Documentation

290.29 Even though documentation is not, in itself, a determinant of whether a firm is independent, whenconclusions regarding compliance with independence requirements, and any relevant discussions that support those conclusions, shall be documented. Documentation of independence conclusions and related discussions prepared to meet the requirements of international standards on auditing will meet this requirement. When threats to independence that are not clearly insignificant are identified and that require the firm decides to accept or continueapplication of safeguards, the audit engagement, the decision should be documented. The documentation shouldshall also describe the nature of those threats identified and the safeguards applied to eliminate them or reduce them to an acceptable level.

Engagement Period

∗ See Definitions.

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290.30 Independence from the audit client is required both during the engagement period and the period covered by the financial statements. The engagement period starts when the audit team begins to perform audit services. The engagement period ends when the audit report is issued. When the engagement is of a recurring nature, it ends at the later of the notification by either party that the professional relationship has terminated or the issuance of the final audit report.

290.31 When an entity becomes an audit client during or after the period covered by the financial statements on which the firm will express an opinion∗, the firm should considershall determine whether any threats to independence may beare created by:

• Financial or business relationships with the audit client during or after the period covered by the financial statements but before accepting the audit engagement; or

• Previous services provided to the audit client.

290.32 If a non-assurance service was provided to the audit client during or after the period covered by the financial statements but before the commencement of professional services in connection with the audit and the service would not be permitted during the period of the audit engagement, consideration should be given tothe firm shall evaluate any threats threat to independence created by the service. If theany threat created is not clearly insignificantat an acceptable level, the audit engagement shouldshall only be accepted if safeguards are applied to eliminate the threat any threats or reduce itthem to an acceptable level. SuchExamples of such safeguards might include:

• Not including personnel who provided the non-assurance service as members of the audit team;

• Having a professional accountant review the audit and non-assurance work as appropriate; or

• Engaging another firm to evaluate the results of the non-assurance service or having another firm re-perform the non-assurance service to the extent necessary to enable it to take responsibility for the service.

Other Considerations

290.33 There may be occasions when there is an inadvertent violation of this section. If such an inadvertent violation occurs, it generally doeswill not be deemed to compromise independence with respect to the client provided the firm has appropriate quality control policies and procedures in place to promotemaintain independence and, once discovered, the violation is corrected promptly and any necessary safeguards are applied. Consideration should be given to eliminate any threat or reduce it to an acceptable level. The firm shall determine whether to communicate the matter should be communicated to those charged with governance.

Paragraphs 290.34 to 290.99 are intentionally left blank.

∗ See Definitions.

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Application of a the Conceptual Framework Approach to Independence

290.100 Paragraphs 290.102 to 290.230232 describe specific circumstances and relationships that create or may create threats to independence. The paragraphs describe the potential threats and the typetypes of safeguards that may be appropriate to eliminate the threats or reduce them to an acceptable level and, in some circumstances, identify certain situations where no safeguards could reduce the threats to an acceptable level. The paragraphs aredo not describe all-inclusive. of the circumstances and relationships that create or may create a threat to independence. In practice, the firm and the members of the audit team will be required to assessevaluate the implications of similar, but different, circumstances and relationships and to determine whether safeguards, including the safeguards in paragraphs 200.1211 to 200.15, can be applied to satisfactorily addresswhen necessary to eliminate the threats to independence or reduce them to an acceptable level.

290.101 Paragraphs 290.102 to 290.126 contain references to the materiality of a financial interest, other financial relationship orloan, or guarantee, or the significance of a business relationship. For the purpose of determining whether such an interest is material to an individual, the combined net worth of the individual and his or herthe individual’s immediate family members shouldshall be taken into account.

Financial Interests

290.102 Holding a financial interest∗ in an audit client may create a self-interest threat. In evaluating the The existence and significance of any threat and the appropriate safeguards to be applied to eliminate it or reduce it to an acceptable level, it is necessary to evaluatecreated depends on: (a) the role of the person holding the financial interest, (b) whether the financial interest is direct or indirect, and (c) the materiality of the financial interest.

290.103 Financial interests may be held through an intermediary (e.g. a collective investment vehicle, estate, or trust). The determination of whether such financial interests are direct or indirect will depend upon whether the beneficial owner has control over the investment vehicle or the ability to influence its investment decisions. When control over the investment vehicle or the ability to influence investment decisions exists, the this Code defines that financial interest shouldto be considered a direct financial interest. Conversely, when the beneficial owner of the financial interest has no control over the investment vehicle or ability to influence its investment decisions, thethis Code defines that financial interest shouldto be consideredan indirect financial interest.*

290.104 If a member of the audit team, ana member of that individual’s immediate family* member, or a firm has a direct financial interest* or a material indirect financial interest* in the audit client, the self-interest threat created would be so significant that no safeguard safeguards could eliminate reduce the threat or reduce it to an acceptable level. Therefore, none of the following shouldshall have a direct financial interest or a

∗ See Definitions.

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material indirect financial interest in the client: a member of the audit team; his or hera member of that individual’s immediate family member; or the firm.

290.105 When a member of the audit team knows that his or her has a close family* member who the audit team member knows has a direct financial interest or a material indirect financial interest in the audit client, a self-interest threat may be is created. In evaluating the significance of any the threat, consideration shouldshall be given to the nature of the relationship between the member of the audit team and the close family member and the materiality of the financial interest to the close family member. If the threat is not clearly insignificant, safeguards shouldSafeguards shall be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

• The close family member disposing, as soon as practicable, of all of the financial interest or disposing of a sufficient portion of an indirect financial interest so that the remaining interest is no longer material;

• Having a professional accountant review the work of the member of the audit team; or

• Removing the individual from the audit team.

290.106 If a member of the audit team, his or hera member of that individual’s immediate family member, or a firm has a direct or material indirect financial interest in an entity that has a controlling interest in the audit client, and the client is material to the entity, the self-interest threat created would be so significant that no safeguards could reduce the threat to an acceptable level. Therefore, none of the following should have such a financial interest: neither a member of the audit team; his or her, a member of that individual’s immediate family member; , nor the firm shall have such a financial interest.

290.107 The holding by a firm’s retirement benefit plan of a direct or material indirect financial interest in an audit client may createcreates a self-interest threat. The significance of any such the threat should thereforeshall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level.

290.108 If other partners in the office∗ in which the engagement partner* practices in connection with the audit engagement, or their immediate family members, hold a direct financial interest or a material indirect financial interest in that audit client, the self-interest threat created would be so significant that no safeguards could reduce the threat to an acceptable level. Therefore, neither such partners nor their immediate family members shouldshall hold any such financial interests in such an audit client.

290.109 The office in which the engagement partner practices in connection with the audit engagement is not necessarily the office to which that partner is assigned. Accordingly, when the engagement partner is located in a different office from that of the other

∗ See Definitions.

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members of the audit team, professional judgment shouldshall be used to determine in which office the partner practices in connection with that engagement.

290.110 If other partners and managerial employees who provide non-audit services to the audit client, except those whose involvement is clearly insignificantminimal, or their immediate family members, hold a direct financial interest or a material indirect financial interest in the audit client, the self-interest threat created would be so significant that no safeguards could reduce the threat to an acceptable level. Accordingly, neither such personnel nor their immediate family members shouldshall hold any such financial interests in such an audit client.

290.111 Despite paragraphs 290.108 and 290.110, the holding of a financial interest in an audit client by an immediate family member of (a) a partner located in the office in which the engagement partner practices in connection with the audit engagement, or (b) a partner or managerial employee who provides non-audit services to the audit client, is not considereddeemed to compromise independence if the financial interest is received as a result of his or herthe immediate family member’s employment rights (e.g., through pension or share option plans) and appropriate safeguards, when necessary, safeguards are applied to eliminate any threat to independence or reduce it to an acceptable level. However, when the immediate family member has or obtains the right to dispose of the financial interest or, in the case of a stock option, the right to exercise the option, the financial interest shouldshall be disposed of or forfeited as soon as practicable.

290.112 A self-interest threat may be created if the firm or a member of the audit team, or his or hera member of that individual’s immediate family member, has a financial interest in an entity and an audit client also has a financial interest in that entity. Independence is not, however, However, independence is not deemed to be compromised if these interests are immaterial and the audit client cannot exercise significant influence over the entity. If such interest is material to any party, and the audit client can exercise significant influence over the other entity, no safeguards could reduce the threat to an acceptable level and the firm shouldshall either dispose of the interest or the firm should withdraw from or decline the audit engagement. Any individual with such a material interest shouldshall, before becoming a member of the audit team, either:

(a) Dispose of the interest; or

(b) Dispose of a sufficient amount of the interest so that the remaining interest is no longer material.

290.113 Consideration should be given toThe firm shall determine whether a self-interest, familiarity or intimidation threat may be is created if a member of the audit team, or his or her immediate family a member of that individual’s immediate family, or the firm, has a financial interest in an entity when a director, officer or controlling owner of the audit client is also known to have a financial interest in that entity. Whether these interests create a self-interest threat will depend upon factors such as:

• The role of the professional on the audit team;

• Whether ownership of the entity is closely or widely held;

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• Whether the interest gives the investor the ability to control or significantly influence the entity; and

• The materiality of the financial interest.

The significance of any threat shouldshall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

• Removing the member of the audit team with the financial interest from the audit team; and

• Having a professional accountant review the work of the member of the audit team.

290.114 The holding by a firm, or a member of the audit team, or his or hera member of that individual’s immediate family member, of a direct financial interest or a material indirect financial interest in the audit client as a trustee may createcreates a self-interest threat. Similarly, a self-interest threat may be is created when (a) a partner in the office in which the engagement partner practices in connection with the audit, (b) other partners and managerial employees who provide non-assurance services to the audit client, except those whose involvement is clearly insignificantminimal, or (c) their immediate family members, hold a direct financial interest or a material indirect financial interest in the audit client as trustee. Accordingly,Holding such an interest shouldis only be heldpermitted when:

(a) Neither the trustee, nor an immediate family member of the trustee, nor the firm are beneficiaries of the trust;

(b) The interest in the audit client held by the trust is not material to the trust;

(c) The trust is not able to exercise significant influence over the audit client; and

(d) The trustee, an immediate family member of the trustee, or the firm cannot significantly influence any investment decision involving a financial interest in the audit client.

290.115 Members of the audit team toshall determine whether a self-interest threat may beis created by any known financial interests in the audit client held by other individuals including:

• Partners and professional employees of the firm, other than those referred to above, or their immediate family members; and

• Individuals with a close personal relationship with a member of the audit team.

Whether these interests create a self-interest threat will depend on factors such as:

• The firm’s organizational, operating and reporting structure; and

• The nature of the relationship between the individual and the member of the audit team.

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The significance of any threat shouldshall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

• Removing the member of the audit team with the personal relationship from the audit team;

• Excluding the member of the audit team from any significant decision-making concerning the audit engagement; or

• Having a professional accountant review the work of the member of the audit team.

290.116 If a firm or a partner or employee of the firm, or his or hera member of that individual’s immediate family member, receives a direct financial interest or a material indirect financial interest in an audit client, for example, by way of an inheritance, gift or as a result of a merger, and such interest would not be permitted to be held under this section, then:

(a) If the interest is received by the firm, the financial interest shouldshall be disposed of immediately, or a sufficient amount of an indirect financial interest shouldshall be disposed of so that the remaining interest is no longer material, or the firm shouldshall withdraw from the audit engagement;

(b) If the interest is received by a member of the audit team, or his or hera member of that individual’s immediate family member, the individual shouldwho received the financial interest shall immediately dispose of the financial interest, or dispose of a sufficient amount of an indirect financial interest so that the remaining interest is no longer material, or the individual shouldmember shall be removed from the team; or

(c) If the interest is received by an individual who is not a member of the audit team, or by his or her an immediate family member, the individual should dispose of the individual, the financial interest shall be disposed of as soon as possible, or dispose of a sufficient amount of an indirect financial interest shall be disposed of so that the remaining interest is no longer material. Pending the disposal of the financial interest, consideration should be given a determination shall be made as to whether any safeguards are necessary.

290.117 An inadvertent violation of this section as it relates to a financial interest in an audit client doesis not deemed to compromise independence as long asif all of the following conditions are met:

(a) The firm has established policies and procedures that require prompt notification to the firm of any breaches resulting from the purchase, inheritance or other acquisition of a financial interest in the audit client;

(b) The actions in paragraph 290.116 (a) – )–(c) are taken as applicable; and

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(c) The firm considers whether any applies other safeguards should be applied. Suchwhen necessary to reduce any remaining threat to an acceptable level. Examples of such safeguards might include:

• Having a professional accountant review the work of the member of the audit team; or

• Excluding the individual from any significant decision-making concerning the audit engagement.

In addition, consideration shoulda determination shall be givenmade as to discussingwhether to discuss the matter with those charged with governance.

Loans and Guarantees 290.118 A loan, or a guarantee of a loan, to the firm or a member of the audit team, or his or

hera member of that individual’s immediate family member, , or the firm from an audit client that is a bank or a similar institution may create a threat to independence. If the loan or guarantee is not made under normal lending procedures, terms and conditions, the a self-interest threat would be created that would be so significant that no safeguards could reduce the threat to an acceptable level. Accordingly, neither a firm nor a member of the audit team, nor his or hera member of that individual’s immediate family member, should, nor a firm shall accept such a loan or guarantee.

290.119 If a loan to a firm from an audit client that is a bank or similar institution is made under normal lending procedures, terms and conditions and it is material to the audit client or firm receiving the loan, it may be possible to apply safeguards to reduce the self-interest threat to an acceptable level. Such safeguards might include An example of such a safeguard is having the work reviewed by a professional accountant from a network firm that is notneither involved with the audit and did not receivenor received the loan review the work.

290.120 A loan, or a guarantee of a loan, from an audit client that is a bank or a similar institution to a member of the audit team, or his or hera member of that individual’s immediate family member, would, does not create a threat to independence if the loan or guarantee is made under normal lending procedures, terms and conditions. Examples of such loans include home mortgages, bank overdrafts, car loans and credit card balances.

290.121 If the firm or a member of the audit team, or his or hera member of that individual’s immediate family member, accepts a loan from, or has a borrowing guaranteed by, an audit client that is not a bank or similar institution, the self-interest threat created would be so significant that no safeguards could reduce the threat to an acceptable level, unless the loan or guarantee is immaterial to both the firm, or the member of the audit team and the audit team and his or her immediate family member, and the client.

290.122 Similarly, if the firm or a member of the audit team, or his or hera member of that individual’s immediate family member, makes or guarantees a loan to an audit client, the self-interest threat created would be so significant that no safeguards could reduce

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the threat to an acceptable level, unless the loan or guarantee is immaterial to both the firm, or the member of the audit team and his or her the immediate family member, and the client.

290.123 Deposits made by, or brokerage accounts of,If a firm or a member of the audit team, or his or hera member of that individual’s immediate family member, , has deposits or a brokerage account with an audit client that is a bank, broker or similar institution would not create, a threat to independence is not created if the deposit or account is held under normal commercial terms.

Close Business Relationships

290.124 A close business relationship between a firm, or a member of the audit team, or his or hera member of that individual’s immediate family member, and the audit client or its management, involvesarises from a commercial relationship or common financial interest and may create self-interest or intimidation threats. The following are examplesExamples of such relationships include:

• Having a financial interest in a joint venture with either the client or a controlling owner, director, officer or other individual who performs senior managerial activities for that client.

• Arrangements to combine one or more services or products of the firm with one or more services or products of the client and to market the package with reference to both parties.

• Distribution or marketing arrangements under which the firm distributes or markets the client’s products or services, or the client distributes or markets the firm’s products or services.

Unless any financial interest is immaterial and the business relationship is clearly insignificant to the firm and the client or its management, the threat created would be so significant that no safeguards could reduce the threat created to an acceptable level. If the magnitude of the relationship cannot be reduced so that Therefore, unless the financial interest is immaterial and the business relationship is clearly insignificant:

(a) The business relationship shouldshall not be entered into, or shall be reduced to an insignificant level or terminated; or

(b) The firm shouldshall decline or terminate the audit engagement.

In the case of a member of the audit team, unless any such financial interest is immaterial and the relationship is clearly insignificant to that member, the individual shouldshall be removed from the audit team.

If the close business relationship is between an immediate family member of a member of the audit team and the audit client or its management, the significance of theany threat shouldshall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level.

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290.125 A business relationship involving the holding of an interest by the firm, or a member of the audit team, or his or hera member of that individual’s immediate family member, in a closely-held entity when the audit client or a director or officer of the client, or any group thereof, also holds an interest in that entity does not create threats to independence if:

(a) The business relationship is clearly insignificant to the firm, the member of the audit team, or his or her and the immediate family member, and the client;

(b) The financial interest is immaterial to the investor or group of investors; and

(c) The financial interest does not give the investor, or group of investors, the ability to control the closely-held entity.

290.126 The purchase of goods and services from an audit client by the firm, or a member of the audit team, or his or hera member of that individual’s immediate family member, would , does not generally create a threat to independence if the transaction is in the normal course of business and at arm’s length. However, such transactions may be of such a nature or magnitude that they create a self-interest threat. If theThe significance of any threat is not clearly insignificant, shall be evaluated and safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

• Eliminating or reducing the magnitude of the transaction; or

• Removing the individual from the audit team.

Family and Personal Relationships

290.127 Family and personal relationships between a member of the audit team and a director or officer or certain employees (depending on their role) of the audit client may create self-interest, familiarity or intimidation threats. The existence and significance of any threats will depend on a number of factors, including the individual’s responsibilities on the audit team, the role of the family member or other individual within the client and the closeness of the relationship. Consequently, the particular circumstances will need to be evaluated in assessing the significance of these threats.

290.128 When an immediate family member of a member of the audit team is:

(a) A director or officer of the audit client; or

(b) An employee in a position to exert significant influence over the preparation of the client’s accounting records or the financial statements on which the firm will express an opinion,

or was in such a position during any period covered by the engagement or the financial statements, the threats to independence can only be reduced to an acceptable level by removing the individual from the audit team. The closeness of the relationship is such that no other safeguardsafeguards could reduce the threat to an acceptable level. If this safeguard is not applied, the firm shouldshall withdraw from the audit engagement.

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290.129 Threats to independence may beare created when an immediate family member of a member of the audit team is an employee in a position to exert significant influence over the client’s financial position, financial performance or cash flows. The significance of the threats will depend on factors such as:

• The position held by the immediate family member; and

• The role of the professional on the audit team.

The significance of anythe threat shouldshall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

• Removing the individual from the audit team; or

• Structuring the responsibilities of the audit team so that the professional does not deal with matters that are within the responsibility of the immediate family member.

290.130 Threats to independence may beare created when a close family member of a member of the audit team is:

(a) A director or officer of the audit client; or

(b) An employee in a position to exert significant influence over the preparation of the client’s accounting records or the financial statements on which the firm will express an opinion.

The significance of the threats will depend on factors such as:

• The nature of the relationship between the member of the audit team and his or herthe close family member;

• The position held by the close family member; and

• The role of the professional on the audit team.

The significance of anythe threat shouldshall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

• Removing the individual from the audit team; or

• Structuring the responsibilities of the audit team so that the professional does not deal with matters that are within the responsibility of the close family member.

290.131 Threats to independence may be are created when a member of the audit team has a close relationship with a person who is not an immediate or close family member, but who is a director or officer or an employee in a position to exert significant influence over the preparation of the client’s accounting records or the financial statements on which the firm will express an opinion. Members of the audit team are responsible for identifying any such persons and for consulting in accordance with firm policies and procedures. The significance of the threats will depend on factors such as:

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• The nature of the relationship between the individual and the member of the audit team;

• The position the individual holds with the client; and

• The role of the professional on the audit team.

The significance of any threat shouldthe threats shall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threatthreats or reduce itthem to an acceptable level. SuchExamples of such safeguards might include:

• Removing the professional from the audit team; or

• Structuring the responsibilities of the audit team so that the professional does not deal with matters that are within the responsibility of the individual with whom he or shethe professional has a close relationship.

290.132 Self-interest, familiarity or intimidation threats may be created by a personal or family relationship between (a) a partner or employee of the firm who is not a member of the audit team and (b) a director or officer of the audit client or an employee in a position to exert significant influence over the preparation of the client’s accounting records or the financial statements on which the firm will express an opinion. Partners and employees of the firm who are aware of any such relationships are responsible for consulting in accordance with firm policies and procedures. The existence and significance of any threat will depend on factors such as:

• The nature of the relationship between the partner or employee of the firm and the director or officer or employee of the client;

• The interaction of the partner or employee of the firm with the audit team;

• The position of the partner or employee within the firm; and

• The position the individual holds with the client.

The significance of any threat shouldshall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

• Structuring the partner’s or employee’s responsibilities to reduce any potential influence over the audit engagement; or

• Having a professional accountant review the relevant audit work performed.

290.133 An inadvertent violation of this section as it relates to family and personal relationships does is not deemed to compromise independence if:

(a) The firm has established policies and procedures that require prompt notification to the firm of any breaches resulting from changes in the employment status of their immediate or close family members or other personal relationships that create threats to independence;

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(b) The inadvertent violation relates to an immediate family member of a member of the audit team becoming a director or officer of the audit client or being in a position to exert significant influence over the preparation of the client’s accounting records or the financial statements on which the firm will express an opinion, and the relevant professional is removed from the audit team; and

(c) The firm considers and applies other safeguards, as appropriate. Such when necessary to reduce any remaining threat to an acceptable level. Examples of such safeguards might include:

• Having a professional accountant review the work of the member of the audit team; or

• Excluding the relevant professional from any significant decision-making concerning the engagement.

Employment with an Audit Client

290.134 Familiarity or intimidation threats may be created if a director or officer of the audit client, or an employee in a position to exert significant influence over the preparation of the client’s accounting records or the financial statements on which the firm will express an opinion, has been a member of the audit team or partner of the firm.

290.135 If a former member of the audit team or partner of the firm has joined the audit client in such a position and a significant connection remains between the firm and the individual, the threat would be so significant that no safeguards could reduce the threat to an acceptable level. Therefore, independence would be deemed to be compromised if a former member of the audit team or partner joins the audit client as a director or officer, or as an employee in a position to exert significant influence over the preparation of the client’s accounting records or the financial statements on which the firm will express an opinion, unless:

(a) The individual is not entitled to any benefits or payments from the firm, unless made in accordance with fixed pre-determined arrangements. In addition,, and any amount owed to the individual shouldis not be material to the firm; and

(b) The individual does not continue to participate or appear to participate in the firm’s business or professional activities.

290.136 If a former member of the audit team or partner of the firm has joined the audit client in such a position, and no significant connection remains between the firm and the individual, the existence and significance of any self-interest, familiarity or intimidation threats will depend on factors such as:

• The position the individual has taken at the client;

• Any involvement the individual will have with the audit team;

• The length of time since the individual was a member of the audit team or partner of the firm; and

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• The former position of the individual within the audit team or firm, such as for example, whether the individual was responsible for maintaining regular contact with the client’s management or those charged with governance.

The significance of any threats created shouldshall be evaluated and if they are not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threats or reduce them to an acceptable level. Such Examples of such safeguards might include:

• Modifying the audit plan;

• Assigning individuals to the audit team who have sufficient experience in relation to the individual who has joined the client; or

• Having a professional accountant review the work of the former member of the audit team.

290.137 If a former partner of the firm has previously joined an entity in such a position and the entity subsequently becomes an audit client of the firm, the significance of any threats threat to independence shouldshall be evaluated and, if the threats are not clearly insignificant, safeguards should be considered and applied, when necessary, to eliminate the threat or reduce it to an acceptable level.

290.138 A self-interest threat is created when a member of the audit team participates in the audit engagement while knowing that he or she the member of the audit team will, or may, join the client some time in the future. Firm policies and procedures shouldshall require members of an audit team to notify the firm when entering employment negotiations with the client. On receiving such notification, the significance of the threat shouldshall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied, when necessary, to eliminate the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

• Removal ofRemoving the individual from the audit team; or

• A review of any significant judgments made by that individual while on the team.

Audit Clients that are Public Interest Entities

290.139 Familiarity or intimidation threats are created when a key audit partner∗ joins the audit client that is a public interest entity as:

(a) A director or officer of the entity; or

(b) An employee in a position to exert significant influence over the preparation of the client’s accounting records or the financial statements on which the firm will express an opinion.

No safeguards could eliminate reduce these threats or reduce them to an acceptable level unless, subsequent to the partner ceasing to be a key audit partner, the public

∗ See Definitions.

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interest entity had issued audited financial statements covering a period of not less than twelve months and the partner was not a member of the audit team with respect to the audit of those financial statements.

290.140 An intimidation threat is created when the individual who was the firm’s Senior or Managing Partner (Chief Executive or equivalent) joins an audit client that is a public interest entity as (a) an employee in a position to exert significant influence over the preparation of the entity’s accounting records or its financial statements or (b) a director or officer of the entity. No safeguards could eliminate reduce these threats or reduce them to an acceptable level unless twelve months have passed since the individual was the Senior or Managing Partner (Chief Executive or equivalent) of the firm.

290.141 IfIndependence is not deemed to be compromised if, as a result of a business combination, a former key audit partner or the individual who was the firm’s former Senior or Managing Partner is in a position as described in paragraphs 290.139 and 290.140, the threats to independence are not considered unacceptable ifand:

(a) The position was not taken in contemplation of the business combination;

(b) Any benefits or payments due to the former partner from the firm have been settled in full, unless made in accordance with fixed pre-determined arrangements and any amount owed to the partner is not material to the firm;

(c) The former partner does not continue to participate or appear to participate in the firm’s business or professional activities; and

(d) The position held by the former partner with the audit client is discussed with those charged with governance.

Temporary Staff Assignments

290.142 The lending of staff by a firm to an audit client may create a self-review threat. Such assistance may be given, but only with the understanding that the assistance will only be for a short period of time and the firm’s personnel willshall not be involved in:

• Providing non-assurance services that would not be permitted under this section; or

• Assuming management responsibilities.

In all circumstances, the audit client shouldshall be responsible for directing and supervising the activities of the loaned staff.

The significance of any threat shouldshall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

• Conducting an additional review of the work performed by the loaned staff;

• Not giving the loaned staff audit responsibility for any function or activity that he or she the staff performed during the temporary staff assignment; or

• Not including the loaned staff as a member of the audit team.

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Recent Service with an Audit Client

290.143 Self-interest, self-review or familiarity threats may be created if a formermember of the audit team has recently served as a director or, officer, or employee of the audit client serves as a member of the audit team. This would be particularly the case when, for example, a member of the audit team has to evaluate elements of the financial statements for which he or shethe member of the audit team had prepared the accounting records while with the client.

290.144 If, during the period covered by the audit report, a member of the audit team had served as a director or officer of the audit client, or was an employee in a position to exert significant influence over the preparation of the client’s accounting records or the financial statements on which the firm will express an opinion, the threat created would be so significant that no safeguardsafeguards could reduce the threat to an acceptable level. Consequently, such individuals shouldshall not be assigned to the audit team.

290.145 Self-interest, self-review or familiarity threats may be created if, before the period covered by the audit report, a member of the audit team had served as a director or officer of the audit client, or was an employee in a position to exert significant influence over the preparation of the client’s accounting records or financial statements on which the firm will express an opinion. For example, such threats would be created if a decision made or work performed by the individual in the prior period, while employed by the client, is to be evaluated in the current period as part of the current audit engagement. The existence and significance of theany threats will depend on factors such as:

• The position the individual held with the client;

• The length of time since the individual left the client; and

• The role of the professional on the audit team.

The significance of theany threat shouldshall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to reduce the threat to an acceptable level. Such safeguards might include An example of such a safeguard is conducting a review of the work performed by the individual as a member of the audit team.

Serving as a Director or Officer of an Audit Client 290.146 If a partner or employee of the firm serves at the same time as a director or officer of an

audit client, the self-review and self-interest threats created would be so significant that no safeguards could reduce the threats to an acceptable level. Therefore, if such an individual were to accept such a position while continuing to serve as a partner or an employee of the firm, the firm shouldshall decline or withdraw from the audit engagement.

290.147 The position of Company Secretary has different implications in different jurisdictions. Duties may range from administrative duties, such as personnel management and the maintenance of company records and registers, to duties as diverse as ensuring that the company complies with regulations or providing advice on corporate governance

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matters. Generally, this position is seen to imply a close degree of association with the entity and may create self-review and advocacy threats.

290.148 If a partner or employee of the firm serves as Company Secretary for an audit client, the self-review and advocacy threatsthreats are created that would generally be so significant that no safeguards could reduce the threats to an acceptable level. WhenDespite paragraph 290.146, when this practice is specifically permitted under local law, professional rules or practice, and provided management makes all relevant decisions, the duties and activities shouldshall be limited to those of a routine and administrative nature, such as preparing minutes and maintaining statutory returns. Further, management should make all relevant decisions. The In those circumstances, the significance of any threats shouldshall be evaluated and, if not clearly insignificant, safeguards should be applied when necessary to eliminate the threats or reduce them to an acceptable level.

290.149 Performing routine administrative services to support a company secretarial function or providing advice in relation to company secretarial administration matters does not generally threatencreate threats to independence, as long as client management makes all relevant decisions.

Long Association of Senior Personnel (Including Partner Rotation) with an Audit Client

General Provisions

290.150 Familiarity, self-review or and self-interest threats may beare created by using the same senior personnel on an audit engagement over a long period of time. The significance of the threats will depend on factors such as:

• How long the individual has been a member of the audit team;

• The role of the individual on the audit team;

• The structure of the firm;

• The nature of the audit engagement;

• Whether the client’s management team has changed; and

• Whether the nature or complexity of the client’s accounting and reporting issues has changed.

The significance of the threats shouldshall be evaluated and, if the threats are not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threats or reduce them to an acceptable level. SuchExamples of such safeguards might include:

• Rotating the senior personnel off the audit team;

• Having a professional accountant who was not a member of the audit team review the work of the senior personnel; or

• Regular independent internal or external quality reviews of the engagement.

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Audit Clients that are Public Interest Entities

290.151 In respect of an audit of a public interest entity, an individual shouldshall not be a key audit partner for more than seven years. After such time, the individual shouldshall not be a member of the engagement team or be a key audit partner for the client for two years. During that period, the individual shouldshall not participate in the audit of the entity, provide quality control for the engagement, consult with the engagement team or the client regarding technical or industry-specific issues, transactions or events or otherwise directly influence the outcome of the engagement.

290.152 Despite paragraph 290.151, key audit partners whose continuity is especially important to audit quality may, in rare cases due to unforeseen circumstances outside the firm’s control, be permitted an additional year on the audit team as long as the threat to independence that is not clearly insignificant can be eliminated or reduced to an acceptable level by applying safeguards. For example, a key audit partner may remain on the audit team for up to one additional year in circumstances where, due to unforeseen events, a required rotation was not possible, as might be the case due to serious illness of the intended engagement partner.

290.153 The long association of other partners with an audit client that is a public interest entity may createcreates familiarity, self-review or and self-interest threats. The significance of the threats will depend on factors such as:

• How long any such partner has been associated with the audit client;

• The role, if any, of the individual on the audit team; and

• The nature, frequency and extent of the individual’s interactions with the client’s management or those charged with governance.

The significance of the threats shouldshall be evaluated and, if the threats are not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threats or reduce them to an acceptable level. SuchExamples of such safeguards might include:

• Rotating the partner off the audit team or otherwise ending his or herthe partner’s association with the audit client; or

• Regular independent internal or external quality reviews of the engagement.

290.154 When an audit client becomes a public interest entity, the length of time the individual has served the audit client as a key audit partner before the client becomes a public interest entity shouldshall be considered in determining when the individual shouldshall be rotated. If the individual has served the audit client as a key audit partner for five years or less when the client becomes a public interest entity, the number of years the individual may continue to serve the client in that capacity before rotating off the engagement is seven years less the number of years already served. If the individual has served the audit client as a key audit partner for six or more years when the client becomes a public interest entity, the partner may continue to serve in that capacity for two additional years before rotating off the engagement.

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290.155 When a firm has only a few people with the necessary knowledge and experience to serve as a key audit partner on the audit of a public interest entity, rotation of key audit partners may not be an available safeguard. If an independent regulator in the relevant jurisdiction has provided an exemption from partner rotation in such circumstances, an individual may remain a key audit partner for more than seven years, in accordance with such regulation, provided that the independent regulator has specified alternative safeguards which are applied, such as a regular independent external review.

Provision of Non-assurance Services to Audit Clients

290.156 Firms have traditionally provided to their audit clients a range of non-assurance services that are consistent with their skills and expertise. Providing non-assurance services may, however, create threats to the independence of the firm or members of the audit team. The threats created are most often self-review, self-interest and advocacy threats.

290.157 New developments in business, the evolution of financial markets and changes in information technology make it impossible to draw up an all-inclusive list of non-assurance services that might be provided to an audit client. When specific guidance on a particular non-assurance service is not included in this section, the conceptual framework shouldshall be applied when evaluating the particular circumstances.

290.158 Before the firm accepts an engagement to provide a non-assurance service to an audit client, consideration shoulda determination shall be givenmade as to whether providing such a service would create a threat to independence. In evaluating the significance of any threat created by a particular non-assurance service, consideration shouldshall be given to any threat that the audit team has reason to believe may be is created by providing other related non-assurance services. In some cases, it may be possible to eliminate or reduce the If a threat is created that cannot be reduced to an acceptable level by the application of safeguards. In other cases, no safeguards could reduce the threat to an acceptable level; accordingly, the non-assurance service shouldshall not be provided.

290.159 Providing certain non-assurance services to an audit client may create a threat to independence so significant that no safeguards could eliminate reduce the threat or reduce it to an acceptable level. However, the inadvertent provision of such a service to a related entity, division or in respect of a discrete financial statement item of such a client maydoes not compromise independence if any threats that are not clearly insignificant have been reduced to an acceptable level by arrangements for that related entity, division or discrete financial statement item to be audited by another firm or when another firm re-performs the non-assurance service to the extent necessary to enable it to take responsibility for that service.

290.160 A firm may provide non-assurance services that would otherwise be restricted under this section to the following related entities of the audit client: (a) An entity, which is not an audit client, that has direct or indirect control over the

audit client; or

(b) An entity, which is not an audit client, that is under common control with the audit client

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if it is reasonable to conclude that (a) the services do not create a self-review threat because the results of the services will not be subject to audit procedures and (b) any other threats that are other than clearly insignificant that are created by the provision of such services are eliminated or reduced to an acceptable level. by the application of safeguards.

290.161 A non-assurance service provided to an audit client does not compromise the firm’s independence when the client becomes a public interest entity if:

(a) The previous non-assurance service complies with the provisions of this section that relate to audit clients that are not public interest entities;

(b) Services that are not permitted under this section for audit clients that are public interest entities are terminated before or as soon as practicable after the client becomes a public interest entity; and

(c) The firm implements appropriateapplies safeguards when necessary to eliminate or reduce to an acceptable level any threats to independence that are not clearly insignificant arising from the service.

Management Responsibilities

290.162 Management of an entity performs many activities in managing the entity in the best interests of stakeholders of the entity. It is not possible to specify every activity that is a management responsibility. However, management responsibilities involve leading and directing an entity, including making significant decisions regarding the acquisition, deployment and control of human, financial, physical and intangible resources.

290.163 Whether an activity is a management responsibility depends on the circumstances and requires the exercise of judgment. Examples of activities that would generally be considered a management responsibility include:

• Setting policies and strategic direction;

• Directing and taking responsibility for the actions of the entity’s employees;

• Authorizing transactions;

• Deciding which recommendations of the firm or other third parties should be implementedto implement;

• Taking responsibility for the preparation and fair presentation of the financial statements in accordance with the applicable financial reporting framework; and

• Taking responsibility for designing, implementing and maintaining internal control.

290.164 Activities that are routine and administrative, or involve matters that are insignificant, would generally are not deemed to be regarded as a management responsibility. For example, executing an insignificant transaction that has been authorized by management or monitoring the dates for filing statutory returns and advising an audit client of those dates would is not deemed to be considered a management

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responsibility. Further, providing advice and recommendations to assist management in discharging its responsibilities would is not be assuming a management responsibility.

290.165 If a firm assumeswere to assume a management responsibility for an audit client, the threats created would be so significant that no safeguards could reduce the threats to an acceptable level. For example, deciding which recommendations of the firm should be implementedto implement will create self-review and self-interest threats. Further, assuming a management responsibility creates a familiarity threat because the firm becomes too closely aligned with the views and interests of management. Therefore, the firm shouldshall not assume a management responsibility for an audit client.

290.166 To avoid the risk of assuming a management responsibility when providing non-assurance services to an audit client, the firm shouldshall be satisfied that a member of management is responsible for making the significant judgments and decisions that are the proper responsibility of management, evaluates the results of the service and accepts responsibility for the actions to be taken arising from the results of the service. This reduces the risk of the firm inadvertently making any significant judgments or decisions on behalf of management. The risk is further reduced when the firm gives the client the opportunity to make judgments and decisions based on an objective and transparent analysis and presentation of the issues.

Preparing Accounting Records and Financial Statements

General Provisions

290.167 Management is responsible for the preparation and fair presentation of the financial statements in accordance with the applicable financial reporting framework. These responsibilities include:

• Originating or changing journal entries, or determining the account classifications of transactions; and

• Preparing or changing source documents or originating data, in electronic or other form, evidencing the occurrence of a transaction (for example, purchase orders, payroll time records, and customer orders).

290.168 Providing an audit client with accounting and bookkeeping services, such as preparing accounting records or financial statements may create , creates a self-review threat when the firm subsequently audits the financial statements.

290.169 The audit process, however, necessitates dialogue between the firm and management of the audit client and, which may involve (a) the application of accounting standards or policies and financial statement disclosure requirements, (b) the appropriateness of financial and accounting control and the methods used in determining the stated amounts of assets and liabilities, or (c) proposing adjusting journal entries. These activities are considered to be a normal part of the audit process and do not, generally, threaten create threats to independence.

290.170 Similarly, the client may request technical assistance from the firm on matters such as resolving account reconciliation problems or analyzing and accumulating information for regulatory reporting. In addition, the client may request technical advice on

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accounting issues such as the conversion of existing financial statements from one financial reporting framework to another (for example, to comply with group accounting policies or to transition to a different financial reporting framework such as International Financial Reporting Standards). Such services do not, generally, threatencreate threats to independence provided the firm does not assume a management responsibility for the client.

Audit Clients that are Not Public Interest Entities

290.171 The firm may provide services related to the preparation of accounting records and financial statements to an audit client that is not a public interest entity where the services are of a routine or mechanical nature, so long as any self-review threat created is reduced to an acceptable level. Examples of such services include:

• Providing payroll services based on client-originated data;

• Recording transactions for which the client has determined or approved the appropriate account classification;

• Posting transactions coded by the client to the general ledger;

• Posting client-approved entries to the trial balance; and

• Preparing financial statements based on information in the trial balance.

In all cases, the significance of any threat created shouldshall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

• Arranging for such services to be performed by an individual who is not a member of the audit team; or

• If such services are performed by a member of the audit team, using a partner or senior staff member with appropriate expertise who is not a member of the audit team to review the work performed.

Audit Clients that are Public Interest Entities

290.172 Except in emergency situations, a firm shouldshall not provide to an audit client that is a public interest entity accounting and bookkeeping services, including payroll services, or prepare financial statements on which the firm will express an opinion or financial information which forms the basis of the financial statements.

290.173 Despite paragraph 290.172, a firm may provide accounting and bookkeeping services, including payroll services and the preparation of financial statements or other financial information, of a routine or mechanical nature for divisions or related entities of an audit client that is a public interest entity if the personnel providing the services are not members of the audit team and:

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• The divisions or related entities for which the service is provided are collectively immaterial to the financial statements on which the firm will express an opinion; or

• The services relate to matters that are collectively immaterial to the financial statements of the division or related entity.

Emergency Situations

290.174 Accounting and bookkeeping services, which would otherwise not be permitted under this section, may be provided to audit clients in emergency or other unusual situations when it is impractical for the audit client to make other arrangements. This may be the case when (a) only the firm has the resources and necessary knowledge of the client’s systems and procedures to assist the client in the timely preparation of its accounting records and financial statements, and (b) a restriction on the firm’s ability to provide the services would result in significant difficulties for the client (for example, as might result from a failure to meet regulatory reporting requirements). In such situations, a firm may provide such services if:

(a) Those who provide the services are not members of the audit team; and

(b) The services are provided for only a short period of time and are not expected to recur.

In addition, the situation shouldshall be discussed with those charged with governance.

Valuation Services

General Provisions

290.175 A valuation comprises the making of assumptions with regard to future developments, the application of appropriate methodologies and techniques, and the combination of both to compute a certain value, or range of values, for an asset, a liability or for a business as a whole.

290.176 Performing valuation services for an audit client may create a self-review threat. The existence and significance of theany threat will depend on factors such as:

• Whether the valuation will have a material effect on the financial statements.

• The extent of the client’s involvement in determining and approving the valuation methodology and other significant matters of judgment.

• The availability of established methodologies and professional guidelines.

• For valuations involving standard or established methodologies, the degree of subjectivity inherent in the item.

• The reliability and extent of the underlying data.

• The degree of dependence on future events of a nature that could create significant volatility inherent in the amounts involved.

• The extent and clarity of the disclosures in the financial statements.

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The significance of theany threat created shouldshall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

• Having a professional who was not involved in providing the valuation service review the audit or valuation work performed; or

• Making arrangements so that personnel providing such services do not participate in the audit engagement.

290.177 Certain valuations do not involve a significant degree of subjectivity. This is likely the case where the underlying assumptions are either established by law or regulation, or are widely accepted, and when the techniques and methodologies to be used are based on generally accepted standards or prescribed by law or regulation. In such circumstances, the results of a valuation performed by two or more parties are not likely to be materially different.

290.178 If a firm is requested to perform a valuation to assist an audit client with its tax reporting obligations or for tax planning purposes and the results of the valuation will not have a direct effect on the financial statements, the provisions included in paragraph 290.191 apply.

Audit Clients that are Not Public Interest Entities

290.179 In the case of an audit client that is not a public interest entity, if the valuation service has a material effect on the financial statements on which the firm will express an opinion and the valuation involves a significant degree of subjectivity, no safeguardsafeguards could reduce the self-review threat to an acceptable level. Accordingly, the firm shouldshall either not provide the valuation service or shouldshall withdraw from the audit engagement.

Audit Clients that are Public Interest Entities

290.180 A firm shouldshall not provide valuation services to an audit client that is a public interest entity if the valuations would have a material effect, separately or in the aggregate, on the financial statements on which the firm will express an opinion.

Taxation Services

290.181 Taxation services comprise a broad range of services, including:

• Tax return preparation;

• Tax calculations for the purpose of the preparing the accounting entries;

• Tax planning and other tax advisory services; and

• Assistance in the resolution of tax disputes.

While taxation services provided by a firm to an audit client are addressed separately under each of these broad headings; in practice, these activities are often interrelated.

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290.182 Performing certain tax services creates self-review and advocacy threats. The natureexistence and significance of any threats will depend on factors such as (a) the system by which the tax authorities assess and administer the tax in question and the role of the firm in that process, (b) the complexity of the relevant tax regime and the degree of judgment necessary in applying it, (c) the particular characteristics of the engagement, and (d) the level of tax expertise of the client’s employees.

Tax Return Preparation

290.183 Tax return preparation services involve assisting clients with their tax reporting obligations by drafting and completing information, including the amount of tax due (usually on standardized forms) required to be submitted to the applicable tax authorities. Such services also include advising on the tax return treatment of past transactions and responding on behalf of the audit client to the tax authorities’ requests for additional information and analysis (including providing explanations of and technical support for the approach being taken). Tax return preparation services are generally based on historical information and principally involve analysis and presentation of such historical information under existing tax law, including precedents and established practice. Further, the tax returns are subject to whatever review or approval process the tax authority deems appropriate. Accordingly, providing such services does not generally threaten the firm’screate a threat to independence if management takes responsibility for the returns including any significant judgments made.

Tax Calculations for the Purpose of Preparing the Accounting Entries

290.184 Preparing calculations of current and deferred tax liabilities (or assets) for an audit client for the purpose of preparing accounting entries that will be subsequently audited by the firm may createcreates a self-review threat. The significance of the threat created will depend on (a) the complexity of the relevant tax law and regulation and the degree of judgment necessary in applying them, (b) the level of tax expertise of the client’s personnel, and (c) the materiality of the amounts to the financial statements. If the self-review threat created is not clearly insignificant, safeguards shouldSafeguards shall be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

• Using professionals who are not members of the audit team to perform the service;

• If the service is performed by a member of the audit team, using a partner or senior staff member with appropriate expertise who is not a member of the audit team to review the tax calculations; or

• Obtaining advice on the service from an external tax professional.

Audit Clients that are Public Interest Entities

290.185 Except in emergency situations, in the case of an audit client that is a public interest entity, a firm shouldshall not prepare tax calculations of current and deferred tax

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liabilities (or assets) for the purpose of preparing accounting entries that are material to the financial statements on which the firm will express an opinion.

290.186 The preparation of calculations of current and deferred tax liabilities (or assets) for an audit client for the purpose of the preparation of accounting entries, which would otherwise not be permitted under this section, may be provided to audit clients in emergency or other unusual situations when it is impractical for the audit client to make other arrangements. This may be the case when (a) only the firm has the resources and necessary knowledge of the client’s business to assist the client in the timely preparation of its calculations of current and deferred tax liabilities (or assets), and (b) a restriction on the firm’s ability to provide the services would result in significant difficulties for the client (for example, as might result from a failure to meet regulatory reporting requirements). In such situations, a firm may provide such services if:

(a) Those who provide the services are not members of the audit team; and

(b) The services are provided for only a short period of time and are not expected to recur.

In addition, the situation shouldshall be discussed with those charged with governance.

Tax Planning and Other Tax Advisory Services

290.187 Tax planning or other tax advisory services comprise a broad range of services, such as advising the client how to structure its affairs in a tax efficient manner or advising on the application of a new tax law or regulation.

290.188 A self-review threat may be created where the advice will affect matters to be reflected in the financial statements. The existence and significance of any threat will depend on factors such as:

• The degree of subjectivity involved in determining the appropriate treatment for the tax advice in the financial statements;

• The extent to which the outcome of the tax advice will have a material effect on the financial statements;

• Whether the effectiveness of the tax advice depends on the accounting treatment or presentation in the financial statements and there is doubt as to the appropriateness of the accounting treatment or presentation under the relevant financial reporting framework;

• The level of tax expertise of the client’s employees;

• The extent to which the advice is supported by tax law or regulation, other precedent or established practice; and

• Whether the tax treatment is supported by a private ruling or has otherwise been cleared by the tax authority before the preparation of the financial statements.

For example, providing tax planning and other tax advisory services where the advice is clearly supported by tax authority or other precedent, by established practice or has a

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basis in tax law that is likely to prevail does not generally threaten the firm’s create a threat to independence.

290.189 The significance of any threat shouldshall be evaluated and if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

• Using professionals who are not members of the audit team to perform the service;

• Having a tax professional, who was not involved in providing the provision of tax services, advise the audit team on the service and review the financial statement treatment;

• Obtaining advice on the service from an external tax professional; or

• Obtaining pre-clearance or advice from the tax authorities.

290.190 Where the effectiveness of the tax advice depends on a particular accounting treatment or presentation in the financial statements and:

(a) The audit team has reasonable doubt as to the appropriateness of the related accounting treatment or presentation under the relevant financial reporting framework; and

(b) The outcome or consequences of the tax advice will have a material effect on the financial statements on which the firm will express an opinion;

the self-review threat would be so significant that no safeguards could reduce the threat to an acceptable level, in which case such tax advice shouldshall not be provided. The only other course of action would be to withdraw from the audit engagement.

290.191 In providing tax services to an audit client, a firm may be requested to perform a valuation to assist the client with its tax reporting obligations or for tax planning purposes. Where the result of the valuation will have a direct effect on the financial statements, the provisions included in paragraphs 290.175 to 290.180 relating to valuation services are applicable. Where the valuation is performed for tax purposes only and the result of the valuation will not have a direct effect on the financial statements (i.e. the financial statements are only affected through accounting entries related to tax), this would not generally threaten the firm’s create threats to independence if such effect on the financial statements is immaterial or if the valuation is subject to external review by a tax authority or similar regulatory authority. If the valuation is not subject to such an external review and the effect is material to the financial statements, the existence and significance of any threat created should be evaluated. The significance of a threat will depend upon factors such as:

• The extent to which the valuation methodology is supported by tax law or regulation, other precedent or established practice and the degree of subjectivity inherent in the valuation.

• The reliability and extent of the underlying data.

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If theThe significance of any threat created is not clearly insignificant, shall be evaluated and safeguards should be considered and applied aswhen necessary to eliminate the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

• Using professionals who are not members of the audit team to perform the service;

• Having a professional review the audit work or the result of the tax service; or

• Obtaining pre-clearance or advice from the tax authorities.

Assistance in the Resolution of Tax Disputes

290.192 An advocacy or self-review threat may be created when the firm represents an audit client in the resolution of a tax dispute once the tax authorities have notified the client that they have rejected the client’s arguments on a particular issue and either the tax authority or the client is referring the matter for determination in a formal proceeding, for example before a tribunal or court. The existence and significance of theany threat will depend on factors such as:

• Whether the firm has provided the advice which is the subject of the tax dispute;

• The extent to which the outcome of the dispute will have a material effect on the financial statements on which the firm will express an opinion;

• The extent to which the matter is supported by tax law or regulation, other precedent, or established practice;

• Whether the proceedings are conducted in public; and

• The role management plays in the resolution of the dispute.

The significance of any threat shouldcreated shall be evaluated and if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

• Using professionals who are not members of the audit team to perform the service;

• Having a tax professional, who was not involved in the provision ofproviding the tax services, advise the audit team on the services and review the financial statement treatment; or

• Obtaining advice on the service from an external tax professional.

290.193 Where the taxation services involve acting as an advocate for an audit client before a public tribunal or court in the resolution of a tax matter and the amounts involved are material to the financial statements on which the firm will express an opinion, the advocacy threat is considered created would be so significant that no safeguardsafeguards could eliminate or reduce the threat to an acceptable level. Therefore, the firm shouldshall not perform this type of service for an audit client.

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What constitutes a “public tribunal or court” shouldshall be determined according to how tax proceedings are heard in the particular jurisdiction.

290.194 The firm is not, however, precluded from having a continuing advisory role (for example, responding to specific requests for information, providing factual accounts or testimony about the work performed or assisting the client in analyzing the tax issues) for the audit client in relation to the matter that is being heard before a public tribunal or court.

Paragraphs 290.195 to 290.201 as re-exposed for comment by the IESBA in May 2008 are included below. The marked text below reflects the changes resulting from the IESBA’s project to improve the clarity of the Code.

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Internal Audit Services

General Provisions

290.195 The scope and objectives of internal audit activities vary widely and depend on the size and structure of the entity and the requirements of management and those charged with governance. Internal audit activities may include one or more of the following:

(a) Monitoring of internal control – ―reviewing controls, monitoring their operation and recommending improvements thereto;

(b) Examination of financial and operating information – reviewing the means used to identify, measure, classify and report financial and operating information, and specific inquiry into individual items including detailed testing of transactions, balances and procedures;

(c) Review of the economy, efficiency and effectiveness of operating activities including non-financial activities of an entity; and

(d) Review of compliance with laws, regulations and other external requirements, and with management policies and directives and other internal requirements.

290.196 Internal audit services involve assisting the audit client in the performance of its internal audit activities. The provision of internal audit services to an audit client creates a self-review threat to independence if the firm uses the internal audit work in the course of a subsequent external audit. Assisting an audit client in the performance of a significant part of the client’s internal audit activities increases the possibility that firm personnel providing internal audit services will assume a management responsibility. If the firm’s personnel assume a management responsibility when providing internal audit services to an audit client, the threat created would be so significant that no safeguards could reduce the threat to an acceptable level. Accordingly, a firm shouldshall ensure that its personnel do not assume a management responsibility when providing internal audit services to an audit client.

290.197 Examples of internal audit services that involve assuming management responsibilities include:

(a) Setting internal audit policies or the strategic direction of internal audit activities;

(b) Directing and taking responsibility for the actions of the entity’s internal audit employees;

(c) Deciding which recommendations resulting from internal audit activities should be implementedto implement;

(d) Reporting the results of the internal audit activities to those charged with governance on behalf of management;

(e) Performing procedures that form part of the internal control, such as reviewing and approving changes to employee data access privileges;

(f) Taking responsibility for designing, implementing and maintaining internal control; and

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(g) Performing outsourced internal audit services, comprising all or a substantial portion of the internal audit function, where the firm is responsible for determining the scope of the internal audit work and may have responsibility for one of more of the matters noted in (a) – )–(f).

290.198 To ensure that, in performing internal audit services, the firm does not assume a management responsibility, the firm shouldshall only provide internal audit services to an audit client if all of the following conditions are met:

(a) The client designates an appropriate and competent resource, preferably within senior management, to be responsible at all times for internal audit activities and to acknowledge responsibility for designing, implementing, and maintaining internal control;

(b) The client’s management or those charged with governance reviews, assesses and approves the scope, risk and frequency of the internal audit services;

(c) The client’s management evaluates the adequacy of the internal audit services and the findings resulting from their performance;

(d) The client’s management evaluates and determines which recommendations resulting from internal audit services to implement and manages the implementation process; and

(e) The client’s management reports to those charged with governance the significant findings and recommendations resulting from the internal audit services.

290.199 When a firm uses the work of an internal audit function, international standardsInternational Standards on auditingAuditing require the performance of procedures to evaluate the adequacy of that work. When a firm accepts an engagement to provide internal audit services to an audit client, and the results of those services will be used in conducting the external audit, a self-review threat is created because of the possibility that the audit team will use the results of the internal audit service without appropriately evaluating those results or exercising the same level of professional skepticism as would be exercised when the internal audit work is performed by individuals who are not members of the firm. The significance of the threat will depend on factors such as:

•• The materiality of the related financial statement amounts;

•• The risk of misstatement of the assertions related to those financial statement amounts; and

•• The degree of reliance that will be placed on the internal audit service.

The significance of the threat shouldshall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied aswhen necessary to eliminate the threat or reduce it to an acceptable level. Such safeguards might include An example of such a safeguard is using professionals who are not members of the audit team to perform the internal audit service.

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Audit Clients that are Public Interest Entities

290.200 In the case of an audit client that is a public interest entity, a firm shouldshall not provide internal audit services that relate to the internal accounting controls, financial systems or financial statements.

290.201 A firm is not, however, precluded from providing to an audit client that is a public interest entity a non-recurring internal audit service to evaluate a specific matter that relates to the internal accounting controls, financial systems or financial statements provided the conditions in paragraph 290.189198 are met, the facts and circumstances related to the service are discussed with those charged with governance, the service would otherwise be permitted under Section 290, and safeguards are applied aswhen necessary to reduce any threat that is not clearly insignificant to an acceptable level.

IT Systems Services

General Provisions

290.202 Services related to information technology (“IT”) systems include the design or implementation of hardware or software systems. The systems may aggregate source data, form part of the internal control over financial reporting or generate information that affects the accounting records or financial statements, or the systems may be unrelated to the audit client’s accounting records, the internal control over financial reporting or financial statements. Providing systems services may create a self-review threat depending on the nature of the services and the IT systems.

290.203 The following IT systems services are not considereddeemed to create a threat to independence as long as firm personnel do not assume a management responsibility:

(a) Design or implementation of IT systems that are unrelated to internal control over financial reporting;

(b) Design or implementation of IT systems that do not generate information forming a significant part of the accounting records or financial statements;

(c) Implementation of “off-the-shelf” accounting or financial information reporting software that was not developed by the firm if the customization required to meet the client’s needs is not significant; and

(e)(d) Evaluating and making recommendations with respect to a system designed, implemented or operated by another service provider or the client.

Audit Clients that are Not Public Interest Entities

290.204 Providing services to an audit client that is not a public interest entity involving the design or implementation of IT systems that (a) form a significant part of the internal control over financial reporting or (b) generate information that is significant to the client’s accounting records or financial statements on which the firm will express an opinion may createcreates a self-review threat.

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290.205 The self-review threat is likely to be too significant to permit such services unless appropriate safeguards are put in place ensuring that:

(a) The client acknowledges its responsibility for establishing and monitoring a system of internal controls;

(b) The client assigns the responsibility to make all management decisions with respect to the design and implementation of the hardware or software system to a competent employee, preferably within senior management;

(c) The client makes all management decisions with respect to the design and implementation process;

(d) The client evaluates the adequacy and results of the design and implementation of the system; and

(e) The client is responsible for operating the system (hardware or software) and for the data it uses or generates.

290.206 Depending on the degree of reliance that will be placed on the particular IT systems as part of the audit, consideration should also be givena determination shall be made as to whether such non-assurance services shouldshall be provided only by personnel who are not members of the audit team and who have different reporting lines within the firm. The significance of any remaining threat shouldshall be evaluated and if it is not clearly insignificant, safeguards should be considered and applied, when necessary, to eliminate the threat or reduce it to an acceptable level. Such safeguards might include An example of such a safeguard is having a professional accountant review the audit or non-assurance work.

Audit Clients that are Public Interest Entities

290.207 In the case of an audit client that is a public interest entity, a firm shouldshall not provide services involving the design or implementation of IT systems that (a) form a significant part of the internal control over financial reporting or (b) generate information that is significant to the client’s accounting records or financial statements on which the firm will express an opinion.

Litigation Support Services

290.208 Litigation support services may include activities such as acting as an expert witness, calculating estimated damages or other amounts that might become receivable or payable as the result of litigation or other legal dispute, and assistance with document management and retrieval. These services may create a self-review or advocacy threat.

290.209 If the firm provides a litigation support service to an audit client and the service involves estimating damages or other amounts that affect the financial statements on which the firm will express an opinion, the valuation service provisions included in paragraphs 290.175 to 290.180 shouldshall be followed. In the case of other litigation support services, the significance of any threat created shouldshall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level.

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Legal Services

290.210 For the purpose of this section, legal services are defined as any services for which the person providing the services must either be admitted to practice law before the courts of the jurisdiction in which such services are to be provided or have the required legal training to practice law. Such legal services may include, depending on the jurisdiction, a wide and diversified range of areas including both corporate and commercial services to clients, such as contract support, litigation, mergers and acquisition legal advice and support and assistance to clients’ internal legal departments. Providing legal services to an entity that is an audit client may create both self-review and advocacy threats.

290.211 Legal services that support an audit client in executing a transaction (e.g., contract support, legal advice, legal due diligence and restructuring) may create a self-review threats. The existence and significance of theany threat will depend on factors such as:

• The nature of the service;

• Whether the service is provided by a member of the audit team; and

• The materiality of any matter in relation to the client’s financial statements.

The significance of theany threat shouldcreated shall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

• Using professionals who are not members of the audit team to perform the service; or

• Having a professional, who was not involved in providing the legal services, provide advice to the audit team on the service and review any financial statement treatment.

290.212 Acting in an advocacy role for an audit client in resolving a dispute or litigation when the amounts involved are material to the financial statements on which the firm will express an opinion would create advocacy and self-review threats so significant that no safeguard safeguards could reduce the threats threat to an acceptable level. Therefore, the firm shouldshall not perform this type of service for an audit client.

290.213 When a firm is asked to act in an advocacy role for an audit client in resolving a dispute or litigation when the amounts involved are not material to the financial statements on which the firm will express an opinion, the firm shouldshall evaluate the significance of any advocacy and self-review threats created and, if they are not clearly insignificant, apply safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

• Using professionals who are not members of the audit team to perform the service; or

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• Having a professional, who was not involved in providing the legal services, advise the audit team on the service and review any financial statement treatment.

290.214 The appointment of a partner or an employee of the firm as General Counsel for legal affairs of an audit client would create self-review and advocacy threats that are so significant that no safeguards could reduce the threats to an acceptable level. The position of General Counsel is generally a senior management position with broad responsibility for the legal affairs of a company, and consequently, no member of the firm shouldshall accept such an appointment for an audit client.

Recruiting Services

General Provisions

290.215 Providing recruiting services to an audit client may create self-interest, familiarity or intimidation threats. The existence and significance of theany threat will depend on factors such as:

• The nature of the requested assistance; and

• The role of the person to be recruited.

The significance of theany threat created shouldshall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. In all cases, the firm shouldshall not assume management responsibilities, including acting as a negotiator on the client’s behalf, and the hiring decision shouldshall be left to the client.

The firm could may generally provide such services as reviewing the professional qualifications of a number of applicants and provideproviding advice on their suitability for the post. In addition, the firm may interview candidates and advise on a candidate’s competence for financial accounting, administrative or control positions.

Audit Clients that are Public Interest Entities

290.216 A firm shouldshall not provide the following recruiting services to an audit client that is a public interest entity with respect to a director or officer of the entity or senior management in a position to exert significant influence over the preparation of the client’s accounting records or the financial statements on which the firm will express an opinion:

• Searching for or seeking out candidates for such positions; and

• Undertaking reference checks of prospective candidates for such positions.

Corporate Finance Services

290.217 Providing corporate finance services such as (a) assisting an audit client in developing corporate strategies, (b) identifying possible targets for the audit client to acquire, (c) advising on disposal transactions, (d) assisting finance raising transactions, and (e) providing structuring advice may create advocacy and self-review threats. The significance of theany threat shouldshall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate

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the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

• Using professionals who are not members of the audit team to provide the services; or

• Having a professional, who iswas not involved in providing the provision of corporate finance services, advise the audit team on the service and review the accounting treatment and any financial statement treatment.

290.218 Providing a corporate finance service, for example advice on the structuring of a corporate finance transaction or on financing arrangements that will directly affect amounts that will be reported in the financial statements on which the firm will provide an opinion, may create a self-review threat. The existence and significance of any threat will depend on factors such as:

• The degree of subjectivity involved in determining the appropriate treatment for the outcome or consequences of the corporate finance advice in the financial statements;

• The extent to which the outcome of the corporate finance advice will directly affect amounts recorded in the financial statements and the extent to which the amounts are material to the financial statements; and

• Whether the effectiveness of the corporate finance advice depends on a particular accounting treatment or presentation in the financial statements and there is doubt as to the appropriateness of the related accounting treatment or presentation under the relevant financial reporting framework.

The significance of any threat shouldshall be evaluated and if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

• Using professionals who are not members of the audit team to perform the service; or

• Having a professional, who iswas not involved in providing the provision of corporate finance services service to the client, advise the audit team on the service and review the accounting treatment and any financial statement treatment.

290.219 Where the effectiveness of corporate finance advice depends on a particular accounting treatment or presentation in the financial statements and:

(a) The audit team has reasonable doubt as to the appropriateness of the related accounting treatment or presentation under the relevant financial reporting framework; and

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(b) The outcome or consequences of the corporate finance advice will have a material effect on the financial statements on which the firm will express an opinion;

the self-review threat would be so significant that no safeguards could reduce the threat to an acceptable level, in which case the corporate finance advice shouldshall not be provided.

290.220 Providing corporate finance services involving promoting, dealing in, or underwriting an audit client’s shares would create an advocacy or self-review threat that is so significant that no safeguards could reduce the threat to an acceptable level. Accordingly, a firm shouldshall not provide such services to an audit client.

Paragraph 290.223 as re-exposed for comment by the IESBA in May 2008 is included below. The marked text below reflects the changes resulting from the IESBA’s project to improve the clarity of the Code.

Fees

Fees – ―Relative Size

290.221 When the total fees from an audit client represent a large proportion of the total fees of the firm expressing the audit opinion, the dependence on that client and concern about losing the client may createcreates a self-interest threat. The significance of the threat will depend on factors such as:

• The operating structure of the firm; and

• Whether the firm is well established or new; and

• The significance of the client qualitatively and/or quantitatively to the firm.

The significance of the threat shouldshall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

• Reducing the dependency on the audit client;

• External quality control reviews; or

• Consulting a third party, such as a professional regulatory body or another professional accountant, on key audit judgments.

290.222 A self-interest threat mayis also be created when the fees generated from an audit client represent a large proportion of the revenue from an individual partner’s clients or a large proportion of the revenue of an individual office of the firm. The significance of the threat will depend upon factors such as:

• The significance of the client qualitatively and/or quantitatively to the partner or office; and

• The extent to which the remuneration of the partner, or the partners in the office, is dependent upon the fees generated from the client.

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The significance of the threat shouldshall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

1.• Reducing the dependency on the audit client;

2.• Having an additional professional accountant review the work or otherwise advise as necessary; or

3.• Regular independent internal or external quality reviews of the engagement.

Audit Clients that are PubicPublic Interest Entities

290.223 In the case of an audit client that is a public interest entity when, for two consecutive years, the total fees from the client and its related entities (subject to the considerations in paragraph 290.2427) represent more than 15% of the total fees received by the firm expressing the opinion on the financial statements of the client, the self-interest threat created would be too significant unless the firm discloses to those charged with governance of the audit client the fact that the total of such fees represents more than 15% of the total fees received by the firm and discusses which of the safeguards below will be applied to reduce the threat to an acceptable level:

• After the audit opinion on the second year’s financial statements has been issued, and before the issuance of the audit opinion on the third year’s financial statements, a professional accountant, who is not a member of the firm expressing the opinion on the financial statements of the client, or a professional regulatory body performs a review that is equivalent to an engagement quality control review∗ (“a post-issuance review”); or

• Prior to the issuance of the audit opinion on the second year’s financial statements, a professional accountant, who is not a member of the firm expressing the opinion on the financial statements of the client, performs an engagement quality control review or a professional regulatory body performs a review that is equivalent to an engagement quality control review (“a pre-issuance review”).

When the total fees significantly exceed 15%, the firm shouldshall determine whether the significance of the threat is such that a post-issuance review would not reduce the threat to an acceptable level and, therefore, a pre-issuance review is required. In such circumstances a pre-issuance review shouldshall be performed.

Thereafter, when the fees continue to exceed 15%, each year, the disclosure to and discussion with those charged with governance shouldshall occur and one of the above safeguards shouldshall be applied. If the fees significantly exceed 15%, the firm shouldshall determine whether the significance of the threat is such that a post-issuance review would not reduce the threat to an acceptable level and, therefore, a pre-issuance

∗ See Definitions.

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review is required. In such circumstances a pre-issuance review shouldshall be performed.

Fees – ―Overdue

290.224 A self-interest threat may be created if fees due from an audit client remain unpaid for a long time, especially if a significant part is not paid before the issue of the audit report for the following year. Generally the firm shouldshall require payment of such fees before the audit report is issued. If the fee remains unpaid after the report has been issued, the existence and significance of theany threat shouldshall be evaluated. If the threat is not clearly insignificant, and safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. Such safeguards might include An example of such a safeguard is having an additional professional accountant who did not take part in the audit engagement, provide advice, or review the work performed. The firm shouldshall also consider whether the overdue fees might be regarded as being equivalent to a loan to the client and whether, because of the significance of the overdue fees, it is appropriate for the firm to be re-appointed.

Contingent Fees

290.225 Contingent fees are fees calculated on a predetermined basis relating to the outcome of a transaction or the result of the services performed by the firm. For the purposes of this section, a fee is not regarded as being contingent if it is established by a court or other public authority.

290.226 A contingent fee charged directly or indirectly, for example through an intermediary, by a firm in respect of an audit engagement creates a self-interest threat that cannot be reduced to an acceptable level by applying any safeguardis so significant that no safeguards could reduce the threat to an acceptable level. Accordingly, a firm shouldshall not enter into any such fee arrangement.

290.228 A contingent fee charged directly or indirectly, for example through an intermediary, by a firm in respect of a non-assurance service provided to an audit client may also create a self-interest threat. NoThe threat created would be so significant that no safeguards cancould reduce the threat to an acceptable level if:

(a) The fee is charged by the firm expressing the opinion on the financial statements and the fee is material or expected to be material to that firm;

(b) The fee is charged by a network firm that participates in a significant part of the audit and the fee is material or expected to be material to that firm; or

(c) The outcome of the non-assurance service, and therefore the amount of the fee, is dependent on a future or contemporary judgment related to the audit of a material amount in the financial statements.

Accordingly, such arrangements shouldshall not be accepted.

290.227290.228 For other contingent fee arrangements charged by a firm for a non-assurance service to an audit client, the existence and significance of the any threats will depend on factors such as:

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• The range of possible fee amounts;

• Whether an appropriate authority determines the outcome of the matter upon which the contingent fee will be; determined;

• The nature of the service; and

• The effect of the event or transaction on the financial statements.

The significance of theany threats shouldshall be evaluated and, if the threats are not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threats or reduce them to an acceptable level. SuchExamples of such safeguards might include:

• Having an additional professional accountant review the relevant audit work or otherwise advise as necessary; or

• Using professionals who are not members of the audit team to perform the non-assurance service.

Compensation and Evaluation Policies

290.228 290.229 A self-interest threat may be is created when a member of the audit team is evaluated on or compensated for selling non-assurance services to his or herthat audit clients. The significance of the threat will depend on:

• The proportion of the individual’s compensation or performance evaluation that is based on the sale of such services;

• The role of the individual on the audit team; and

• Whether promotion decisions are influenced by the sale of such services.

The significance of the threat shouldshall be evaluated and, if the threat is not clearly insignificantat an acceptable level, the firm shouldshall either revise the compensation plan or evaluation plan process for that individual or apply other safeguards to eliminate the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

• Removing such members from the audit team; or

• Having a professional accountant review the work of the member of the audit team.

290.229290.230 A key audit partner shouldshall not be evaluated on, or compensated based on, that partner’s success in selling non-assurance services to his or herthe partner’s audit client. This is not intended to prohibit normal profit-sharing arrangements between partners of a firm.

Gifts and Hospitality

290.230290.231 Accepting gifts or hospitality from an audit client may create self-interest and familiarity threats. WhenIf a firm or a member of the audit team accepts gifts or hospitality, unless the value is clearly insignificant,trivial and inconsequential, the

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threats created would be so significant that no safeguards could reduce the threats to an acceptable level. Consequently, a firm or a member of the audit team shouldshall not accept such gifts or hospitality.

Actual or Threatened Litigation

290.231290.232 When litigation takes place, or appears likely, between the firm or a member of the audit team and the audit client, a self-interest or and intimidation threat may bethreats are created. The relationship between client management and the members of the audit team must be characterized by complete candor and full disclosure regarding all aspects of a client’s business operations. The When the firm and the client’s management may beare placed in adversarial positions by actual or threatened litigation, affecting management’s willingness to make complete disclosures, and the firm may face a self-interest threatand intimidation threats are created. The significance of the threatthreats created will depend on such factors as:

• The materiality of the litigation; and

• Whether the litigation relates to a prior audit engagement.

The significance of the threat shouldthreats shall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threatthreats or reduce itthem to an acceptable level. SuchExamples of such safeguards might include:

• (a) If the litigation involves a member of the audit team, removing that individual from the audit team; or

• (b) Having a professional review the work performed.

If such safeguards do not reduce the threatthreats to an acceptable level, the only appropriate action is to withdraw from, or decline, the audit engagement.

Paragraphs 290.233 to 290.499 are intentionally left blank.

Reports that Include a Restriction on Use and Distribution

Introduction

290.500 The independence requirements in sectionSection 290 apply to all audit engagements. However, in certain circumstances involving audit engagements where the report includes a restriction on use and distribution, and provided the conditions described in 290.501 to 290.502 are met, the independence requirements in this section may be modified as provided in paragraphs 290.505 to 290.514. These paragraphs are only applicable to an audit engagement on special purpose financial statements∗ (a) that is intended to provide a conclusion in positive or negative form that the financial statements are prepared in all material respects, in accordance with the applicable financial reporting framework, including, in the case of a fair presentation framework, that the financial statements give a true and fair view or are presented fairly, in all

∗ See Definitions.

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material respects, in accordance with the applicable financial reporting framework, and (b) where the audit report includes a restriction on use and distribution. The modifications are not permitted in the case of an audit of financial statements required by law or regulation.

290.501 The modifications to the requirements of sectionSection 290 are permitted if the intended users of the report (a) are knowledgeable as to the purpose and limitations of the report, and (b) explicitly agree to the application of the modified independence requirements. Knowledge as to the purpose and limitations of the report may be obtained by the intended users through their participation, either directly or indirectly through their representative who has the authority to act for the intended users, in establishing the nature and scope of the engagement. Such participation enhances the ability of the firm to communicate with intended users about independence matters, including the circumstances that are relevant to the evaluation of the threats to independence and the applicable safeguards necessary to eliminate the threats or reduce them to an acceptable level, and to obtain their agreement to the modified independence requirements that are to be applied.

290.502 The firm shouldshall communicate (for example, in an engagement letter) with the intended users regarding the independence requirements that are to be applied with respect to the provision of the audit engagement. Where the intended users are a class of users (for example, lenders in a syndicated loan arrangement) who are not specifically identifiable by name at the time the engagement terms are established, such users shouldshall subsequently be made aware of the independence requirements agreed to by the representative (for example, by the representative making the firm’s engagement letter available to all users).

290.503 If the firm also issues an audit report that does not include a restriction on use and distribution for the same client, the provisions of paragraphs 290.500 to 290.514 do not change the requirement to apply the provisions of paragraphs 290.1 to 290.230232 to that audit engagement.

290.504 The modifications to the requirements of sectionSection 290 that may be are permitted in the circumstances set out above are described in paragraphs 290.505 to 290.514. Compliance in all other respects with the provisions of sectionSection 290 is required.

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Public Interest Entities

290.505 When the conditions set out in paragraphs 290.500 to 290.502 are met, it is not necessary to apply the additional requirements in paragraphs 290.100 to 290.230232 that apply to audit engagements for public interest entities.

Related Entities

290.506 When the conditions set out in paragraphs 290.500 to 290.502 are met, references to audit client do not include its related entities. However, when the audit team knows or has reason to believe that a relationship or circumstance involving a related entity of the client is relevant to the evaluation of the firm’s independence of the client, the audit team should consider shall include that related entity when identifying and evaluating threats to independence and applying appropriate safeguards.

Networks and Network Firms

290.507 When the conditions set out in paragraphs 290.500 to 290.502 are met, reference to the firm does not include network firms. However, when the firm knows or has reason to believe that threats may beare created by any interests and relationships of a network firm, they should be consideredshall be included in the evaluation of threats to independence.

Financial Interests, Loans and Guarantees, Close Business Relationships and Family and Personal Relationships

290.508 When the conditions set out in paragraphs 290.500 to 290.502 are met, the relevant provisions set out in paragraphs 290.102 to 290.145 apply only to the members of the engagement team, their immediate family members and close family members.

290.509 In addition, consideration shoulda determination shall be given made as to whether threats to independence are created by interests and relationships, as described in paragraphs 290.102 to 290.145, between the audit client and the following members of the audit team:

(a) Those who provide consultation regarding technical or industry specific issues, transactions or events; and

(b) Those who provide quality control for the engagement, including those who perform the engagement quality control review.∗∗

Consideration should also be given toAn evaluation shall be made of the significance of any threats that the engagement team has reason to believe may beare created by interests and relationships between the audit client and others within the firm who can directly influence the outcome of the audit engagement, including those who recommend the compensation of, or who provide direct supervisory, management or other oversight of the audit engagement partner in connection with the performance of

∗ See Definitions. ∗ See Definitions.

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the audit engagement (including those at all successively senior levels above the engagement partner through to the individual who is the firm’s Senior or Managing Partner (Chief Executive or equivalent)).

290.510 Consideration should also be given toAn evaluation shall also be made of the significance of any threats that the engagement team has reason to believe may beare created by financial interests in the audit client held by individuals, as described in paragraphs 290.108 to 290.111 and paragraphs 290.113 to 290.115.

290.511 Where a threat to independence that is not clearly insignificant is identifiedat an acceptable level, safeguards shouldshall be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level.

290.512 In applying the provisions set out in paragraphs 290.104106 and 290.115 to interests of the firm, if the firm has a material financial interest, whether direct or indirect, in the audit client, the self-interest threat created would be so significant that no safeguardsafeguards could reduce the threat to an acceptable level. Accordingly, the firm shouldshall not have such a financial interest.

Employment with an Audit Client

290.513 Consideration shouldAn evaluation shall be given to made of the significance of any threats from any employment relationships as described in paragraphs 290.134 to 290.138. Where a threat exists that is not clearly insignificantat an acceptable level, safeguards shouldshall be applied when necessary to eliminate the threat or reduce it to an acceptable level. AppropriateExamples of safeguards that might be appropriate include those set out in paragraph 290.136.

Provision of Non-Assurance Services

290.514 If the firm conducts an engagement to issue a restricted use and distribution report for an audit client and provides a non-assurance service to the audit client, the provisions of paragraphs 290.156 to 290.230 should232 shall be complied with, subject to paragraphs 290.505504 to 290.507.

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SECTION 291

INDEPENDENCE – ―OTHER ASSURANCE ENGAGEMENTS

CONTENTS Paragraph

Objective and Structure of Section .................................................................................. 291.1 A Conceptual Framework Approach to Independence .................................................... 291.5 Assurance Engagements .................................................................................................. 291.12 Assertion-Based Assurance Engagements ....................................................................... 291.17 Direct Reporting Assurance Engagements ...................................................................... 291.20 Reports that Include a Restriction on Use and Distribution ............................................ 291.21 Multiple Responsible Parties ........................................................................................... 291.28 Documentation ................................................................................................................. 291.29 Engagement Period .......................................................................................................... 291.30 Other Considerations ....................................................................................................... 291.33 Application of athe Conceptual Framework Approach to Independence ........................ 291.100 Financial Interests ............................................................................................................ 291.104 Loans and Guarantees ...................................................................................................... 291.113 Close Business Relationships .......................................................................................... 291.119 Family and Personal Relationships .................................................................................. 291.121 Employment with Assurance Clients ............................................................................... 291.128 Recent Service with an Assurance Client ........................................................................ 291.132 Serving as a Director or Officer of an Assurance Client ................................................. 291.135 Long Association of Senior Personnel with Assurance Clients ....................................... 291.139 Provision of Non-assurance Services to Assurance Clients ............................................ 291.140 Management Responsibilities .................................................................................... 291.143 Other MattersConsiderations ..................................................................................... 291.148 Fees .................................................................................................................................. 291.151 Fees―Relative Size ................................................................................................... 291.151 Fees―Overdue .......................................................................................................... 291.153 Contingent Fees ......................................................................................................... 291.154 Gifts and Hospitality ........................................................................................................ 291.158 Actual or Threatened Litigation ....................................................................................... 291.159

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Objective and Structure of Section

291.1 This section addresses independence requirements for assurance engagements that are not audit or review engagements. Independence requirements for audit and review engagements are addressed in Section 290. If the assurance client∗ is also an audit or review client, the requirements in Section 290 also apply to the firm, network firms and to the members of the audit or review team. In certain circumstances involving assurance engagements where the assurance report includes a restriction on use and distribution and provided certain conditions are met, the independence requirements in this section may be modified as provided in 291.21 to 291.27

291.2 Assurance engagements are designed to enhance intended users’ degree of confidence about the outcome of the evaluation or measurement of a subject matter against criteria. The International Framework for Assurance Engagements (the Assurance Framework) issued by the International Auditing and Assurance Standards Board describes the elements and objectives of an assurance engagement and identifies engagements to which International Standards on Assurance Engagements (ISAEs) apply. For a description of the elements and objectives of an assurance engagement, reference should be made to the Assurance Framework.

291.3 Compliance with the fundamental principle of objectivity is enhanced byrequires being independent of assurance clients. In the case of assurance engagements, it is in the public interest and, therefore, required by this Code of Ethics, that members of assurance teams* and firms be independent of assurance clients and consideration be given to that any threats that the firm has reason to believe may beare created by a network firm firm’s interests and relationships be evaluated. In addition, when the assurance team knows or has reason to believe that a relationship or circumstance involving a related entity of the assurance client is relevant to the evaluation of the firm’s independence offrom the client, the assurance team should consider theshall include that related entity when identifying and evaluating threats to independence and applying appropriate safeguards.

291.4 The objective of this section is to assist firms and members of assurance teams in applying a conceptual framework approach described below to achieving and maintaining independence.

A Conceptual Framework Approach to Independence

291.5 Independence requires:

Independence of Mind

The state of mind that permits the expression of a conclusion without being affected by influences that compromise professional judgment, thereby allowing an individual to act with integrity, and exercise objectivity and professional skepticism.

∗ See Definitions.

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Independence in Appearance

The avoidance of facts and circumstances that are so significant that a reasonable and informed third party would be likely to conclude, weighing all the specific facts and circumstances, that a firm’s, or a member of the assurance team’s, integrity, objectivity or professional skepticism has been compromised.

291.6 A conceptual framework approach to achieving and maintaining independence involves using professional judgment to apply the framework. The framework requires the professional accountant to:

• (a) IdentifyingIdentify threats to independence;

• (b) Evaluating whether these threats are clearly insignificant;Evaluate the significance of the threats identified; and

• (c) When the threats are not clearly insignificant, identifying and applying appropriate safeguards Apply safeguards when necessary, to eliminate the threats or reduce them to an acceptable level; and.

(d) When the professional accountant determines that appropriate safeguards are not available or cannot be applied to eliminate the threats or reduce them to an acceptable level, eliminating the activitythe professional accountant shall eliminate the circumstance or relationship creating the threats or declining or terminatingdecline or terminate the assurance engagement.

291.7 Many different circumstances, or combinationcombinations of circumstances, may be relevant in assessing threats to independence. Accordingly, itIt is impossible to define every situation that creates threats to independence and to specify the appropriate mitigating action. ATherefore, this Code provides a conceptual framework that requires firms and members of assurance teams to identify, evaluate, and address threats to independence, rather than merely comply with a set of specific rules that may be arbitrary, is, therefore,. The conceptual framework approach assists professional accountants in the public interest.

291.7 practice in complying with the ethical requirements in this Code. It accommodates many variations in circumstances that create threats to independence and can deter a professional accountant from concluding that a situation is permitted if it is not specifically prohibited.

291.8 Paragraphs 291.100 and onwards demonstrate describe how the conceptual framework approach to independence is to be applied. The These paragraphs do not describe address all the circumstances that could be experienced. and relationships that create or may create threats to independence. Therefore, in any situation not explicitly addressed in these paragraphs, the conceptual framework should be usedshall be applied when evaluating the particular circumstances and relationships.

291.9 In deciding whether to accept or continue an engagement, or whether a particular individual shouldmay be a member of the assurance team, a firm shouldshall identify and evaluate any threats to independence. If the threats are not at an acceptable level, and

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consider the availability of appropriatethe decision is whether to accept an engagement or include a particular individual on the assurance team, the firm shall determine whether safeguards are available to eliminate suchthe threats or reduce them to an acceptable level. The evaluation shouldIf the decision is whether to continue an engagement, the firm shall determine whether any existing safeguards will continue to be effective to eliminate the threats or reduce them to an acceptable level or whether other safeguards will need to be undertaken before accepting the engagement and during the engagement when relevantapplied or whether the engagement needs to be terminated. Whenever new information about a threat comes to the attention of the firm.

291.9 during the engagement, the firm shall evaluate the significance of the threat by applying the conceptual framework approach.

291.10 Throughout this section, reference is made to significant and clearly insignificantthe significance of threats to independence. In consideringevaluating the significance of any particular matterthreat, qualitative as well as quantitative factors shouldshall be taken into account. A matter should be considered clearly insignificant only if it is deemed to be both trivial and inconsequential.

291.11 This section does not, in most cases, prescribe the specific responsibility of individuals within the firm for actions related to independence because responsibility may differ depending on the size, structure and organization of a firm. The firm is required by International Standards on Quality Control to establish policies and procedures designed to provide it with reasonable assurance that independence is maintained when required by relevant ethical standards.

Assurance Engagements

291.12 As further explained in the Assurance Framework, in an assurance engagement, the professional accountant in public practice expresses a conclusion designed to enhance the degree of confidence of the intended users (other than the responsible party) about the outcome of the evaluation or measurement of a subject matter against criteria.

291.13 The outcome of the evaluation or measurement of a subject matter is the information that results from applying the criteria to the subject matter. The term “subject matter information” is used to mean the outcome of the evaluation or measurement of a subject matter. For example, the Framework states that an assertion about the effectiveness of internal control (subject matter information) results from applying a framework for evaluating the effectiveness of internal control, such as COSO11 or CoCo12 (criteria), to internal control, a process (subject matter).

11 “Internal Control – Integrated Framework” The Committee of Sponsoring Organizations of the Treadway

Commission. 12 “Guidance on Assessing Control – The CoCo Principles” Criteria of Control Board, The Canadian Institute of

Chartered Accountants.

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291.14 Assurance engagements may be assertion-based or direct reporting. In either case, they involve three separate parties: a professional accountant in public practice, a responsible party and intended users.

291.15 In an assertion-based assurance engagement, the evaluation or measurement of the subject matter is performed by the responsible party, and the subject matter information is in the form of an assertion by the responsible party that is made available to the intended users.

291.16 In a direct reporting assurance engagement, the professional accountant in public practice either directly performs the evaluation or measurement of the subject matter, or obtains a representation from the responsible party that has performed the evaluation or measurement that is not available to the intended users. The subject matter information is provided to the intended users in the assurance report.

Assertion-based Assurance Engagements

291.17 In an assertion-based assurance engagement, the members of the assurance team and the firm are required toshall be independent of the assurance client (the party responsible for the subject matter information, and which may be responsible for the subject matter). Such independence requirements prohibit certain relationships between members of the assurance team and (a) directors or officers, and (b) individuals at the client in a position to exert significant influence over the subject matter information. Also, consideration shoulda determination shall be givenmade as to whether threats to independence are created by relationships with individuals at the client in a position to exert significant influence over the subject matter of the engagement. Consideration should alsoAn evaluation shall be given tomade of the significance of any threats that the firm has reason to believe may beare created by network firm13 interests and relationships.

291.18 In the majority of assertion-based assurance engagements, the responsible party is responsible for both the subject matter information and the subject matter. However, in some engagements, the responsible party may not be responsible for the subject matter. For example, when a professional accountant in public practice is engaged to perform an assurance engagement regarding a report that an environmental consultant has prepared about a company’s sustainability practices for distribution to intended users, the environmental consultant is the responsible party for the subject matter information but the company is responsible for the subject matter (the sustainability practices).

291.19 In assertion-based assurance engagements where the responsible party is responsible for the subject matter information but not the subject matter, the members of the assurance team and the firm are required toshall be independent of the party responsible for the subject matter information (the assurance client). In addition, consideration shouldan evaluation shall be given to made of any threats the firm has reason to believe

13 See paragraphs 290.13 to 290.24 for guidance on what constitutes a network firm.

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may be are created by interests and relationships between a member of the assurance team, the firm, a network firm and the party responsible for the subject matter.

Direct Reporting Assurance Engagements

291.20 In a direct reporting assurance engagement, the members of the assurance team and the firm are required toshall be independent of the assurance client (the party responsible for the subject matter). Consideration shouldAn evaluation shall also be given to made of any threats the firm has reason to believe may be are created by network firm interests and relationships.

Reports that Include a Restriction on Use and Distribution

291.21 In certain circumstances where the assurance report includes a restriction on use and distribution, and provided the conditions in this paragraph and in 290291.22 are met, the independence requirements in this section may be modified. The modifications to the requirements of sectionSection 291 are permitted if the intended users of the report (a) are knowledgeable as to the purpose, subject matter information and limitations of the report, and (b) explicitly agree to the application of the modified independence requirements. Knowledge as to the purpose, subject matter information, and limitations of the report may be obtained by the intended users through their participation, either directly or indirectly through their representative who has the authority to act for the intended users, in establishing the nature and scope of the engagement. Such participation enhances the ability of the firm to communicate with intended users about independence matters, including the circumstances that are relevant to the evaluation of the threats to independence and the applicable safeguards necessary to eliminate the threats or reduce them to an acceptable level, and to obtain their agreement to the modified independence requirements that are to be applied.

291.22 The firm shouldshall communicate (for example, in an engagement letter) with the intended users regarding the independence requirements that are to be applied with respect to the provision of the assurance engagement. Where the intended users are a class of users (for example, lenders in a syndicated loan arrangement) who are not specifically identifiable by name at the time the engagement terms are established, such users shouldshall subsequently be made aware of the independence requirements agreed to by the representative (for example, by the representative making the firm’s engagement letter available to all users).

291.23 If the firm also issues an assurance report that does not include a restriction on use and distribution for the same client , the provisions of paragraphs 291.25 to 291.27 do not change the requirement to apply the provisions of paragraphs 291.1 to 291. 159 to that assurance engagement. If the firm also issues an audit report, whether or not it includes a restriction on use and distribution, for the same client, the provisions of section 290Section 290 shall apply to that audit engagement.

291.24 The modifications to the requirements of Section 291 that are permitted in the circumstances set out above are described in paragraphs 291.25 to 291.27. Compliance in all other respects with the provisions of Section 291 is required.

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291.25 When the conditions set out in paragraphs 291.21 to and 291.22 are met, the relevant provisions set out in paragraphs 291.103104 to 291.134 apply to all members of the engagement team, and their immediate and close family members. In addition, consideration shoulda determination shall be givenmade as to whether threats to independence are created by interests and relationships between the assurance client and the following other members of the assurance team:

• Those who provide consultation regarding technical or industry specific issues, transactions or events; and

• Those who provide quality control for the engagement, including those who perform the engagement quality control review.

Consideration shouldAn evaluation shall also be givenmade, by reference to the provisions set out in paragraphs 291.103104 to 291.134, to of any threats that the engagement team has reason to believe may be are created by interests and relationships between the assurance client and others within the firm who can directly influence the outcome of the assurance engagement, including those who recommend the compensation, or who provide direct supervisory, management or other oversight, of the assurance engagement partner in connection with the performance of the assurance engagement.

291.26 Even though the conditions set out in paragraphs 291.21 to 291.22 are met, if the firm had a material financial interest, whether direct or indirect, in the assurance client, the self-interest threat created would be so significant that no safeguardsafeguards could reduce the threat to an acceptable level. Accordingly, the firm shouldshall not have such a financial interest. In addition, the firm is required toshall comply with the other applicable provisions of this section described in paragraphs 291.113 to 291.159.

291.27 Consideration shouldAn evaluation shall also be given tomade of any threats that the firm has reason to believe may beare created by network firm interests and relationships.

Multiple Responsible Parties

291.28 In some assurance engagements, whether assertion-based or direct reporting, there might be several responsible parties. In determining whether it is necessary to apply the provisions in this section to each responsible party in such engagements, the firm may take into account whether an interest or relationship between the firm, or a member of the assurance team, and a particular responsible party would create a threat to independence that is not clearly insignificanttrivial and inconsequential in the context of the subject matter information. This will take into account factors such as:

• The materiality of the subject matter information (or of the subject matter) for which the particular responsible party is responsible; and

• The degree of public interest associated with the engagement.

If the firm determines that the threat to independence created by any such interest or relationship with a particular responsible party would be clearly insignificanttrivial and

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inconsequential, it may not be necessary to apply all of the provisions of this section to that responsible party.

Documentation

291.29 Although documentation is not, in itself, a determinant of whether a firm is independent, when threats to independence that are not clearly insignificant are identified, and that require the application of safeguards, the firm decides to accept or continue the assurance engagement, the decision should be documented. The documentation should describe thenature of those threats identified and the safeguards applied to eliminate them or reduce them to an acceptable level shall be documented.

Engagement Period

291.30 Independence from the assurance client is required both during the engagement period and the period covered by the subject matter information. The engagement period starts when the assurance team begins to perform assurance services with respect to the particular engagement. The engagement period ends when the assurance report is issued. When the engagement is of a recurring nature, it ends at the later of the notification by either party that the professional relationship has terminated or the issuance of the final assurance report.

291.31 When an entity becomes an assurance client during or after the period covered by the subject matter information on which the firm will express a conclusion, the firm should considershall determine whether any threats to independence may beare created by:

• Financial or business relationships with the assurance client during or after the period covered by the subject matter information but before accepting the assurance engagement; or

• Previous services provided to the assurance client.

291.32 If a non-assurance service was provided to the assurance client during or after the period covered by the subject matter information but before the commencement of professional services in connection with the assurance engagement and the service would be not be permitted during the period of the assurance engagement, consideration should be given to any threats the firm shall evaluate any threat to independence arising fromcreated by the service. If theany threat is not clearly insignificantat an acceptable level, the assurance engagement shouldshall only be accepted if safeguards can beare applied to eliminate any threats or reduce the threatthem to an acceptable level. SuchExamples of such safeguards might include:

• Not including personnel who provided the non-assurance service as members of the assurance team;

• Having a professional accountant review the assurance and non-assurance work as appropriate; or

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• Engaging another firm to evaluate the results of the non-assurance service or having another firm re-perform the non-assurance service to the extent necessary to enable it to take responsibility for the service.

However, if the non-assurance service has not been completed and it is not practical to complete or terminate the service before the commencement of professional services in connection with the assurance engagement, the firm shouldshall only accept the assurance engagement if it is satisfied:

• The non-assurance service will be completed within a short period of time; or

• The client has arrangements in place to transition the service to another provider within a short period of time.

During the service period, safeguards shouldshall be considered and applied aswhen necessary. In addition, the matter shouldshall be discussed with those charged with governance.

Other Considerations

291.33 There may be occasions when there is an inadvertent violation of this section. If such an inadvertent violation occurs, it generally doeswill not be deemed to compromise independence with respect to the client provided the firm has appropriate quality control policies and procedures in place to promotemaintain independence and, once discovered, the violation is corrected promptly and any necessary safeguards are applied. Consideration should be given to eliminate any threat or reduce it to an acceptable level. The firm shall determine whether to communicate the matter should be communicated to those charged with governance.

Paragraphs 291.34 to 291.99 are intentionally left blank.

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Application of a the Conceptual Framework Approach to Independence

291.100 Paragraphs 291.104 to 291.159 describe specific circumstances and relationships that create or may create threats to independence. The paragraphs describe the potential threats and the typetypes of safeguards that may be appropriate to eliminate the threats or reduce them to an acceptable level and, in some circumstances, identify certain situations where no safeguards could reduce the threats to an acceptable level. The paragraphs are do not describe all-inclusive. of the circumstances and relationships that create or may create a threat to independence. In practice, the firm and the members of the assurance team will be required to assessevaluate the implications of similar, but different, circumstances and relationships and to determine whether safeguards, including the safeguards in paragraphs 200.1211 to 200.15,14 can be applied to satisfactorily addresswhen necessary to eliminate the threats to independence or reduce them to an acceptable level.

291.101 The paragraphs illustratedemonstrate how the conceptual framework approach applies to assurance engagements and should are to be read in conjunction with paragraph 291.28 which explains that, in the majority of assurance engagements, there is one responsible party and that responsible party is the assurance client. However, in some assurance engagements there are two or more responsible parties. In such circumstances, consideration shouldan evaluation shall be given to made of any threats the firm has reason to believe may beare created by interests and relationships between a member of the assurance team, the firm, a network firm and the party responsible for the subject matter. For assurance reports that include a restriction on use and distribution, the paragraphs shouldare to be read in the context of paragraphs 291.21 to 291.27.

291.102 Interpretation 2005-01 provides further guidance on applying the independence requirements contained in this section to assurance engagements.

291.103 Paragraphs 291.104 to 291.120 contain references to the materiality of a financial interest, other financial relationshiploan, or guarantee, or the significance of a business relationship. For the purpose of determining whether such an interest is material to an individual, the combined net worth of the individual and his or herthe individual’s immediate family members shouldshall be taken into account.

Financial Interests

291.104 Holding a financial interest in an assurance client may create a self-interest threat. In evaluating the The existence and significance of any threat, and the appropriate safeguards to be applied to eliminate it or reduce it to an acceptable level, it is necessary to evaluate created depends on: (a) the role of the person holding the financial interest, (b) whether the financial interest is direct or indirect, and (c) the materiality of the financial interest.

291.105 Financial interests may be held through an intermediary (e.g. a collective investment vehicle, estate or trust). The determination of whether such financial interests are direct or indirect will depend upon whether the beneficial owner has control over the

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investment vehicle or the ability to influence its investment decisions. When control over the investment vehicle or the ability to influence investment decisions exists, the this Code defines that financial interest shouldto be considered a direct financial interest. Conversely, when the beneficial owner of the financial interest has no control over the investment vehicle or ability to influence its investment decisions, thethis Code defines that financial interest shouldto be consideredan indirect financial interest.

291.106 If a member of the assurance team, ana member of that individual’s immediate family member, or a firm has a direct financial interest or a material indirect financial interest in the assurance client, the self-interest threat created would be so significant that no safeguard safeguards could eliminate reduce the threat or reduce it to an acceptable level. Therefore, none of the following shouldshall have a direct financial interest or a material indirect financial interest in the client: a member of the assurance team; his or hera member of that individual’s immediate family member; or the firm.

291.107 When a member of the assurance team knows that his or her has a close family member who the assurance team member knows has a direct financial interest or a material indirect financial interest in the assurance client, a self-interest threat may be is created. In evaluating the significance of any the threat, consideration shouldshall be given to the nature of the relationship between the member of the assurance team and the close family member and the materiality of the financial interest to the close family member. If the threat is not clearly insignificant, safeguards shouldSafeguards shall be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

• The close family member disposing, as soon as practicable, of all of the financial interest or disposing of a sufficient portion of an indirect financial interest so that the remaining interest is no longer material;

• Having a professional accountant review the work of the member of the assurance team; or

• Removing the individual from the assurance team.

291.108 If a member of the assurance team, his or hera member of that individual’s immediate family member, or a firm has a direct or material indirect financial interest in an entity that has a controlling interest in the assurance client, and the client is material to the entity, the self-interest threat created would be so significant that no safeguards could reduce the threat to an acceptable level. Therefore, none of the following should have such a financial interest:neither a member of the assurance team; his or hera member of that individual’s immediate family member; ; nor the firm shall have such a financial interest.

291.109 The holding by a firm or a member of the assurance team, or his or hera member of that individual’s immediate family member, of a direct financial interest or a material indirect financial interest in the assurance client as a trustee may createcreates a self-interest threat. Accordingly,Holding such an interest shouldis only be heldpermitted when:

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(a) Neither the trustee, nor an immediate family member of the trustee, nor the firm are beneficiaries of the trust;

(b) The interest in the assurance client held by the trust is not material to the trust;

(c) The trust is not able to exercise significant influence over the assurance client; and

(d) The trustee, an immediate family member of the trustee, or the firm cannot significantly influence any investment decision involving a financial interest in the assurance client.

291.110 Consideration should be given by membersMembers of the assurance team as toshall determine whether a self-interest threat may beis created by any known financial interests in the assurance client held by other individuals including:

• Partners and professional employees of the firm, other than those referred to above, or their immediate family members; and

• Individuals with a close personal relationship with a member of the assurance team.

Whether these interests create a self-interest threat will depend on factors such as:

• The firm’s organizational, operating and reporting structure; and

• The nature of the relationship between the individual and the member of the assurance team.

The significance of any threat shouldshall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

• Removing the member of the assurance team with the personal relationship from the assurance team;

• Excluding the member of the assurance team from any significant decision-making concerning the assurance engagement; or

• Having a professional accountant review the work of the member of the assurance team.

291.111 If a firm, a member of the assurance team, or his or her an immediate family member of the individual, receives a direct financial interest or a material indirect financial interest in an assurance client, for example, by way of an inheritance, gift or as a result of a merger, and such interest would not be permitted to be held under this section, then:

(a) If the interest is received by the firm, the financial interest shouldshall be disposed of immediately, or a sufficient amount of an indirect financial interest shouldshall be disposed of so that the remaining interest is no longer material, or the firm shouldshall withdraw from the assurance engagement; or

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(b) If the interest is received by a member of the assurance team, or his or hera member of that individual’s immediate family member, the individual shouldwho received the financial interest shall immediately dispose of the financial interest, or dispose of a sufficient amount of an indirect financial interest so that the remaining interest is no longer material, or the individual shouldshall be removed from the team.

291.112 An inadvertent violation of this section as it relates to a financial interest in an assurance client doesis not deemed to compromise independence as long asif all of the following conditions are met:

(a) The firm has established policies and procedures that require prompt notification to the firm of any breaches resulting from the purchase, inheritance or other acquisition of a financial interest in the assurance client;

(b) The actions taken in paragraph 291.111(a) – (b) are taken as applicable; and

(c) The firm considers whether any applies other safeguards should be applied. Suchwhen necessary to reduce any remaining threat to an acceptable level. Examples of such safeguards might include:

• Having a professional accountant review the work of the member of the assurance team; or

• Excluding the individual from any significant decision-making concerning the assurance engagement.

In addition, consideration shoulda determination shall be givenmade as to discussingwhether to discuss the matter with those charged with governance.

Loans and Guarantees

291.113 A loan, or a guarantee of a loan, to the firm or a member of the assurance team, or his or hera member of that individual’s immediate family member, , or the firm from an assurance client that is a bank or a similar institution, may create a threat to independence. If the loan or guarantee is not made under normal lending procedures, terms and conditions, the a self-interest threat would be created that would be so significant that no safeguards could reduce the threat to an acceptable level. Accordingly, neither a firm nor a member of the assurance team, nor his or hera member of that individual’s immediate family member, should, nor a firm shall accept such a loan or guarantee.

291.114 If a loan to a firm from an assurance client that is a bank or similar institution is made under normal lending procedures, terms and conditions and it is material to the assurance client or firm receiving the loan, it may be possible to apply safeguards to reduce the self-interest threat to an acceptable level. Such safeguards might include An example of such a safeguard is having the work reviewed by a professional accountant from a network firm that is notneither involved with the assurance engagement and did not receivenor received the loan review the work.

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291.115 A loan, or a guarantee of a loan, from an assurance client that is a bank or a similar institution to a member of the assurance team, or his or hera member of that individual’s immediate family member, would, does not create a threat to independence if the loan or guarantee is made under normal lending procedures, terms and conditions. Examples of such loans include home mortgages, bank overdrafts, car loans and credit card balances.

291.116 If the firm or a member of the assurance team, or his or hera member of that individual’s immediate family member, accepts a loan from, or has a borrowing guaranteed by, an assurance client that is not a bank or similar institution, the self-interest threat created would be so significant that no safeguards could reduce the threat to an acceptable level, unless the loan or guarantee is immaterial to both the firm, or the member of the assurance team and his or her the immediate family member, and the client.

291.117 Similarly, if the firm, or a member of the assurance team, or his or hera member of that individual’s immediate family member, makes or guarantees a loan to an assurance client, the self-interest threat created would be so significant that no safeguards could reduce the threat to an acceptable level, unless the loan or guarantee is immaterial to both the firm, or the member of the assurance team and his or her the immediate family member, and the client.

291.118 Deposits made by, or brokerage accounts of,If a firm or a member of the assurance team, or his or hera member of that individual’s immediate family member, , has deposits or a brokerage account with an assurance client that is a bank, broker, or similar institution would not create, a threat to independence is not created if the deposit or account is held under normal commercial terms.

Close Business Relationships

291.119 A close business relationship between a firm, or a member of the assurance team, or his or hera member of that individual’s immediate family member, and the assurance client or its management involvesarises from a commercial relationship or common financial interest and may create self-interest or intimidation threats. The following are examplesExamples of such relationships include:

• Having a financial interest in a joint venture with either the client or a controlling owner, director or officer or other individual who performs senior managerial activities for that client.

• Arrangements to combine one or more services or products of the firm with one or more services or products of the client and to market the package with reference to both parties.

• Distribution or marketing arrangements under which the firm distributes or markets the client’s products or services, or the client distributes or markets the firm’s products or services.

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Unless any financial interest is immaterial and the business relationship is clearly insignificant to the firm and the client or its management, the threat created would be so significant that no safeguards could reduce the threat created to an acceptable level. If the magnitude of the relationship cannot be reduced so that Therefore, unless the financial interest is immaterial and the business relationship is clearly insignificant:

(a) The business relationship shouldshall not be entered into, or shall be reduced to an insignificant level or terminated; or

(b) The firm shouldshall decline or terminate the assurance engagement.

In the case of a member of the assurance team, unless any such financial interest is immaterial and the relationship is clearly insignificant to that member, the individual shouldshall be removed from the assurance team.

If the close business relationship is between an immediate family member of a member of the assurance team and the assurance client or its management, the significance of theany threat shouldshall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level.

291.120 The purchase of goods and services from an assurance client by the firm, or a member of the assurance team, or his or hera member of that individual’s immediate family member, would , does not generally create a threat to independence if the transaction is in the normal course of business and at arm’s length. However, such transactions may be of such a nature or magnitude that they create a self-interest threat. If the threat is not clearly insignificant, The significance of any shall be evaluated and safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

• Eliminating or reducing the magnitude of the transaction; or

• Removing the individual from the assurance team.

Family and Personal Relationships

291.121 Family and personal relationships between a member of the assurance team and a director or officer or certain employees (depending on their role) of the assurance client, may create self-interest, familiarity or intimidation threats. The existence and significance of any threats will depend on a number of factors, including the individual’s responsibilities on the assurance team, the role of the family member or other individual within the client, and the closeness of the relationship. Consequently, the particular circumstances will need to be evaluated in assessing the significance of these threats.

291.122 When an immediate family member of a member of the assurance team is:

(a) A director or officer of the assurance client, or

(b) An employee in a position to exert significant influence over the subject matter information of the assurance engagement,

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or was in such a position during any period covered by the engagement or the subject matter information, the threats to independence can only be reduced to an acceptable level by removing the individual from the assurance team. The closeness of the relationship is such that no other safeguardsafeguards could reduce the threat to an acceptable level. If this safeguard is not applied, the firm shouldshall withdraw from the assurance engagement.

291.123 Threats to independence may beare created when an immediate family member of a member of the assurance team is an employee in a position to exert significant influence over the subject matter of the engagement. The significance of the threats will depend on factors such as:

• The position held by the immediate family member; and

• The role of the professional on the assurance team.

The significance of anythe threat shouldshall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

• Removing the individual from the assurance team; or

• Structuring the responsibilities of the assurance team so that the professional does not deal with matters that are within the responsibility of the immediate family member.

291.124 Threats to independence may beare created when a close family member of a member of the assurance team is:

• (a) A director or officer of the assurance client; or

• (b) An employee in a position to exert significant influence over the subject matter information of the assurance engagement.

The significance of the threats will depend on factors such as:

• The nature of the relationship between the member of the assurance team and his or herthe close family member;

• The position held by the close family member; and

• The role of the professional on the assurance team.

The significance of anythe threat shouldshall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. SuchExample of such safeguards might include:

• Removing the individual from the assurance team; or

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• Structuring the responsibilities of the assurance team so that the professional does not deal with matters that are within the responsibility of the close family member.

291.125 Threats to independence may be are created when a member of the assurance team has a close relationship with a person who is not an immediate or close family member, but who is a director or officer or an employee in a position to exert significant influence over the subject matter information of the assurance engagement. Members of the assurance team are responsible for identifying any such persons and for consulting in accordance with firm policies and procedures. The significance of the threats will depend on factors such as:

• The nature of the relationship between the individual and the member of the assurance team;

• The position the individual holds with the client; and

• The role of the professional on the assurance team.

The significance of any threat shouldthe threats shall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threatthreats or reduce itthem to an acceptable level. SuchExamples of such safeguards might include:

• Removing the professional from the assurance team; or

• Structuring the responsibilities of the assurance team so that the professional does not deal with matters that are within the responsibility of the individual with whom he or shethe professional has a close relationship.

291.126 Consideration should be given to whether selfSelf-interest, familiarity or intimidation threats may be created by a personal or family relationship between (a) a partner or employee of the firm who is not a member of the assurance team and (b) a director or officer of the assurance client or an employee in a position to exert significant influence over the subject matter information of the assurance engagement. The existence and significance of any threat will depend on factors such as:

• The nature of the relationship between the partner or employee of the firm and the director or officer or employee of the client;

• The interaction of the partner or employee of the firm with the assurance team;

• The position of the partner or employee within the firm; and

• The role of the individual within the client.

The significance of any threat shouldshall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

• Structuring the partner’s or employee’s responsibilities to reduce any potential influence over the assurance engagement; or

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• Having a professional accountant review the relevant assurance work performed.

291.127 An inadvertent violation of this section as it relates to family and personal relationships does is not deemed to compromise independence if:

• (a) The firm has established policies and procedures that require prompt notification to the firm of any breaches resulting from changes in the employment status of their immediate or close family members or other personal relationships that create threats to independence;

• (b) The inadvertent violation relates to an immediate family member of a member of the assurance team becoming a director or officer of the assurance client or being in a position to exert significant influence over the subject matter information of the assurance engagement, and the relevant professional is removed from the assurance team; and

• (c) The firm considers and applies other safeguards, as appropriate. Such when necessary to reduce any remaining threat to an acceptable level. Examples of such safeguards might include:

1.o Having a professional accountant review the work of the member of the assurance team; or

2.o Excluding the relevant professional from any significant decision-making concerning the engagement.

Employment with Assurance Clients

291.128 Familiarity or intimidation threats may be created if a director or officer of the assurance client, or an employee who is in a position to exert significant influence over the subject matter information of the assurance engagement, has been a member of the assurance team or partner of the firm.

291.129 If a former member of the assurance team or former partner of the firm has joined the assurance client in such a position, the existence and significance of the self-interest,any familiarity or intimidation threats will depend on factors such as:

(a) The position the individual has taken at the client;

(b) Any involvement the individual will have with the assurance team;

(c) The length of time since the individual was a member of the assurance team or partner of the firm; and

(d) The former position of the individual within the assurance team or firm, such as for example, whether the individual was responsible for maintaining regular contact with the client’s management or those charged with governance.

In all cases the individual shouldshall not continue to participate in the firm’s business or professional activities.

The significance of any remaining threat shouldthreats created shall be evaluated and if it is not clearly insignificant safeguards should be considered and applied when

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necessary to eliminate the threatthreats or reduce itthem to an acceptable level. Such Examples of such safeguards might include:

• Making arrangements such that the individual is not entitled to any benefits or payments from the firm, unless made in accordance with fixed pre-determined arrangements.

• Making arrangements such that any amount owed to the individual shouldis not be material to the firm;

• Modifying the plan for the assurance engagement;

• Assigning individuals to the assurance team who have sufficient experience in relation to the individual who has joined the client; or

• Having a professional accountant review the work of the former member of the assurance team.

291.130 If a former partner of the firm has previously joined an entity in such a position and the entity subsequently becomes an assurance client of the firm, the significance of any threats to independence shouldshall be evaluated and, if the threats are not than clearly insignificant, safeguards should be considered and applied, when necessary, to eliminate the threat or reduce it to an acceptable level.

291.131 A self-interest threat is created when a member of the assurance team participates in the assurance engagement while knowing that he or she the member of the assurance team will, or may, join the client some time in the future. Firm policies and procedures shouldshall require members of an assurance team to notify the firm when entering employment negotiations with the client. On receiving such notification, the significance of the threat shouldshall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

• (a) RemovalRemoving of the individual from the assurance team; or

• (b) A review of any significant judgments made by that individual while on the team.

Recent Service with an Assurance Client

291.132 Self-interest, self-review or familiarity threats may be created if a former member of the assurance team has recently served as a director or, officer, or employee of the assurance client serves as a member of the assurance team. This would be particularly truethe case when, for example, a member of the assurance team has to evaluate elements of the subject matter information he or shethe member of the assurance team had prepared while with the assurance client.

291.133 If, during the period covered by the assurance report, a member of the assurance team had served as director or officer of the assurance client, or was an employee in a position to exert significant influence over the subject matter information of the

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assurance engagement, the threat created would be so significant that no safeguardsafeguards could reduce the threat to an acceptable level. Consequently, such individuals shouldshall not be assigned to the assurance team.

291.134 Self-interest, self-review or familiarity threats may be created if, before the period covered by the assurance report, a member of the assurance team had served as director or officer of the assurance client, or was an employee in a position to exert significant influence over the subject matter information of the assurance engagement. For example, such threats would be created if a decision made or work performed by the individual in the prior period, while employed by the assurance client, is to be evaluated in the current period as part of the current assurance engagement. The existence and significance of theany threats will depend on factors such as:

• The position the individual held with the assurance client;

• The length of time since the individual left the assurance client; and

• The role of the professional on the assurance team.

The significance of theany threat shouldshall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to reduce the threat to an acceptable level. Such safeguards might include An example of such a safeguard is conducting a review of the work performed by the individual as part of the assurance team.

Serving as a Director or Officer of an Assurance Client

291.135 If a partner or employee of the firm serves at the same time as a director or officer of an assurance client, the self-review and self-interest threats would be so significant that no safeguards could reduce the threats to an acceptable level. Therefore, if such an individual were to accept such a position while continuing to serve as a partner or an employee of the firm, the firm shouldshall decline or withdraw from the assurance engagement.

291.136 The position of Company Secretary has different implications in different jurisdictions. Duties may range from administrative duties, such as personnel management and the maintenance of company records and registers, to duties as diverse as ensuring that the company complies with regulation or providing advice on corporate governance matters. Generally, this position is seen to imply a close degree of association with the entity and may create self-review and advocacy threats.

291.137 If a partner or employee of the firm serves as Company Secretary for an assurance client, the self-review and advocacy threats are created that would generally be so significant that no safeguards could reduce the threat threats to an acceptable level. WhenDespite paragraph 291.135, when this practice is specifically permitted under local law, professional rules or practice, and provided management makes all relevant decisions, the duties and activities shouldshall be limited to those of a routine and administrative nature, such as preparing minutes and maintaining statutory returns. Further, management should make all relevant decisions. The In those circumstances,

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the significance of any threat shouldthreats shall be evaluated and, if not clearly insignificant, safeguards should be applied when necessary to eliminate the threatthreats or reduce itthem to an acceptable level.

291.138 Performing routine administrative services to support a company secretarial function or providing advice in relation to company secretarial administration matters does not generally threatencreate threats to independence, as long as client management makes all relevant decisions.

Long Association of Senior Personnel with Assurance Clients

291.139 Familiarity, self-review or and self-interest threats may beare created by using the same senior personnel on an assurance engagement over a long period of time. The significance of the threatthreats will depend on factors such as:

• How long the individual has been a member of the assurance team;

• The role of the individual on the assurance team;

• The structure of the firm;

• The nature of the assurance engagement;

• Whether the client’s management team has changed; and

• Whether the nature or complexity of the subject matter information has changed.

The significance of the threats shouldshall be evaluated and, if the threats are not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threats or reduce them to an acceptable level. SuchExamples of such safeguards might include:

• Rotating the senior personnel off the assurance team;

• Having a professional accountant who was not a member of the assurance team review the work of the senior personnel; or

• Regular independent internal or external quality reviews of the engagement.

Provision of Non-assurance Services to Assurance Clients

291.140 Firms have traditionally provided to their assurance clients a range of non-assurance services that are consistent with their skills and expertise. Provision ofProviding non-assurance services may, however, create threats to the independence of the firm or members of the assurance team. The threats created are most often self-review, self-interest and advocacy threats.

291.141 When specific guidance on a particular non-assurance service is not included in this section, the conceptual framework shouldshall be applied when evaluating the particular circumstances.

291.142 Before the firm accepts an engagement to provide a non-assurance service to an assurance client, consideration shoulda determination shall be givenmade as to whether providing such a service would create a threat to independence. In evaluating the

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significance of any threat created by a particular non-assurance service, consideration shouldshall be given to any threat that the assurance team has reason to believe may be is created by providing other related non-assurance services. In some cases, it may be possible to eliminate or reduce the If a threat is created that cannot be reduced to an acceptable level by the application of safeguards. In other cases, no safeguards could reduce the threat to an acceptable level; accordingly the non-assurance service shouldshall not be provided.

Management Responsibilities

291.143 Management of an entity performs many activities in managing the entity in the best interests of stakeholders of the entity. It is not possible to specify every activity that is a management responsibility. However, management responsibilities involve leading and directing an entity, including making significant decisions regarding the acquisition, deployment and control of human, financial, physical and intangible resources.

291.144 Whether an activity is a management responsibility depends on the circumstances and requires the exercise of judgment. Examples of activities that would generally be considered a management responsibility include:

• Setting policies and strategic direction;

• Directing and taking responsibility for the actions of the entity’s employees;

• Authorizing transactions;

• Deciding which recommendations of the firm or other third parties should be implementedto implement; and

• Taking responsibility for designing, implementing and maintaining internal control.

291.145 Activities that are routine and administrative, or involve matters that are insignificant, would generally are not deemed to be regarded as a management responsibility. For example, executing an insignificant transaction that has been authorized by management or monitoring the dates for filing statutory returns and advising an assurance client of those dates wouldis not deemed to be considered a management responsibility. Further, providing advice and recommendations to assist management in discharging its responsibilities would is not be assuming a management responsibility.

291.146 Assuming a management responsibility for an assurance client may create threats to independence. If a firm assumeswere to assume a management responsibility as part of the assurance service, the threats created would be so significant that no safeguards could not be reducedreduce the threats to an acceptable level by any safeguard. Accordingly, in providing assurance services to an assurance client, a firm shouldshall not assume a management responsibilitiesresponsibility as part of the assurance service. If the firm assumes a management responsibility as part of any other services provided to the assurance client, it shouldshall ensure that the responsibility is not related to the subject matter and subject matter information of an assurance engagement provided by the firm.

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291.147 To avoid the risk of assuming a management responsibility related to the subject matter or subject matter information of the assurance engagement, the firm shouldshall be satisfied that a member of management is responsible for evaluating the results, making all the significant judgments and decisions that are the proper responsibility of management, evaluates the results of the service and accepts responsibility for the actions to be taken arising from the results of the service. This reduces the risk of the firm inadvertently making any significant judgments or decisions on behalf of management. This risk is further reduced when the firm gives the client the opportunity to make judgments and decisions based on an objective and transparent analysis and presentation of the issues.

Other Considerations

291.148 Threats to independence mightmay be created when a firm provides a non-assurance service related to the subject matter information of an assurance engagement. In such cases, consideration should be given to the an evaluation of the significance of the firm’s involvement with the subject matter information of the engagement, shall be made, and a determination shall be made of whether any self-review threats are created and whether any threat to independence that is are not clearly insignificant at an acceptable level can be reduced to an acceptable level by the application of safeguards.

291.149 A self-review threat may be created if the firm is involved in the preparation of subject matter information which is subsequently the subject matter information of an assurance engagement. For example, a self-review threat would be created if the firm developed and prepared prospective financial information and subsequently provided assurance on this information. Consequently, the firm shouldshall evaluate the significance of any self-review threat created by the provision of such services. If the self-review threat created is not clearly insignificant, and apply safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level.

291.150 When a firm performs a valuation that forms part of the subject matter information of an assurance engagement, the firm should consider any self-review threat. If the threat is not clearly insignificant,shall evaluate the significance of any self-review threat and apply safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level.

Fees

Fees – ―Relative Size

291.151 When the total fees from an assurance client represent a large proportion of the total fees of the firm expressing the conclusion, the dependence on that client or client group and concern about losing the client may createcreates a self-interest threat. The significance of the threat will depend on factors such as:

• The operating structure of the firm;

• Whether the firm is well established or new; and

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• The significance of the client qualitatively and/or quantitatively to the firm,

The significance of the threat shouldshall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. SuchExamples of such safeguards might include:

• Reducing the dependency on the assurance client;

• External quality control reviews; or

• Consulting a third party, such as a professional regulatory body or another professional accountant, on key assurance judgments.

291.152 A self-interest threat may is also be created when the fees generated from an assurance client represent a large proportion of the revenue from an individual partner’s clients. The significance of the threat shouldshall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threat or reduce it to an acceptable level. Such safeguards might include An example of such a safeguard is having an additional professional accountant who was not a member of the assurance team review the work or otherwise advise as necessary.

Fees – ―Overdue

291.153 A self-interest threat may be created if fees due from an assurance client remain unpaid for a long time, especially if a significant part is not paid before the issue of the assurance report, if any, for the following period. Generally the firm shouldshall require payment of such fees before any such report is issued. If the fee remains unpaid after the report has been issued, the existence and significance of theany threat shouldshall be evaluated. If the threat is not clearly insignificant, safeguards should be considered and safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level. Such safeguards might include An example of such a safeguard is having an additionalanother professional accountant who did not take part in the assurance engagement, provide advice, or review the work performed. The firm shouldshall also consider whether the overdue fees might be regarded as being equivalent to a loan to the client and whether, because of the significance of the overdue fees, it is appropriate for the firm to be re-appointed.

Contingent Fees

291.154 Contingent fees are fees calculated on a predetermined basis relating to the outcome of a transaction or the result of the services performed by the firm. For the purposes of this section, fees are not regarded as being contingent if it is established by a court or other public authority.

291.155 A contingent fee charged directly or indirectly, for example through an intermediary, by a firm in respect of an assurance engagement creates a self-interest threat that cannot be reducedis so significant that no safeguards could reduce the threat to an acceptable

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level by applying any safeguard. Accordingly, a firm shouldshall not enter into any such fee arrangement.

291.156 A contingent fee charged directly or indirectly, for example through an intermediary, by a firm in respect of a non-assurance service provided to an assurance client may also create a self-interest threat. If the outcome of the non-assurance service, and therefore, the amount of the fee, is dependent on a future or contemporary judgment related to a matter that is material to the subject matter information of the assurance engagement, no safeguards cancould reduce the threat to an acceptable level. Accordingly, such arrangements shouldshall not be accepted.

291.157 For other types of contingent fee arrangements charged by a firm for a non-assurance service to an assurance client, the existence and significance of the any threats will depend on factors such as:

• The range of possible fee amounts;

• Whether an appropriate authority determines the outcome of the matter upon which the contingent fee will be determined;

• The nature of the service; and

• The effect of the event or transaction on the subject matter information.

The significance of theany threats shouldshall be evaluated and, if the threats are not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threats or reduce them to an acceptable level. SuchExamples of such safeguards might include:

• Having an additional professional accountant review the relevant assurance work or otherwise advise as necessary; or

• Using professionals who are not members of the assurance team to perform the non-assurance service.

Gifts and Hospitality

291.158 Accepting gifts or hospitality from an assurance client may create self-interest and familiarity threats. WhenIf a firm or a member of the assurance team accepts gifts or hospitality, unless the value is clearly insignificant,trivial and inconsequential, the threats created would be so significant that no safeguards could reduce the threats to an acceptable level. Consequently, a firm or a member of the assurance team shouldshall not accept such gifts or hospitality.

Actual or Threatened Litigation

291.159 When litigation takes place, or appears likely, between the firm or a member of the assurance team and the assurance client, a self-interest or and intimidation threat may bethreats are created. The relationship between client management and the members of the assurance team must be characterized by complete candor and full disclosure regarding all aspects of a client’s business operations. The When the firm and the client’s management may beare placed in adversarial positions by actual or threatened

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litigation, affecting management’s willingness to make complete disclosures and the firm may face a self-interest threatand intimidation threats are created. The significance of the threatthreats created will depend on such factors as:

• The materiality of the litigation; and

• Whether the litigation relates to a prior assurance engagement.

The significance of the threat shouldthreats shall be evaluated and, if the threat is not clearly insignificant, safeguards should be considered and applied when necessary to eliminate the threatthreats or reduce itthem to an acceptable level. SuchExamples of such safeguards might include:

• (a) If the litigation involves a member of the assurance team, removing that individual from the assurance team; or

• (b) Having a professional accountant review the work performed.

If such safeguards do not reduce the threatthreats to an acceptable level, the only appropriate action is to withdraw from, or decline, the assurance engagement.

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Interpretation 2005-01 (Revised [date to be determined] to conform to changes resulting from the IESBA’s project to improve the clarity of the Code)

Application of Section 290291 to Assurance Engagements that are Not Financial Statement Audit Engagements

This interpretation provides guidance on the application of the independence requirements contained in Section 290291 to assurance engagements that are not financial statement audit engagements.

This interpretation focuses on the application issues that are particular to assurance engagements that are not financial statement audit engagements. There are other matters noted in Section 290291 that are relevant in the consideration of independence requirements for all assurance engagements. For example, paragraph 290.15291.3 states that consideration shouldan evaluation shall be given to made of any threats the firm has reason to believe may be are created by a network firms’ firm’s interests and relationships. Similarly, paragraph 290.21It also states that for assurance clients, that are other than listed entity financial statement audit clients, when the assurance team has reason to believe that a related entity of such an assurance client is relevant to the evaluation of the firm’s independence of the client, the assurance team should consider thatshall include the related entity when evaluating threats to independence and when necessary applying appropriate safeguards. These matters are not specifically addressed in this interpretation.

As explained in the International Framework for Assurance Engagements issued by the International Auditing and Assurance Standards Board, in an assurance engagement, the professional accountant in public practice expresses a conclusion designed to enhance the degree of confidence of the intended users other than the responsible party about the outcome of the evaluation or measurement of a subject matter against criteria.

Assertion-Based Assurance Engagements

In an assertion-based assurance engagement, the evaluation or measurement of the subject matter is performed by the responsible party, and the subject matter information is in the form of an assertion by the responsible party that is made available to the intended users.

In an assertion-based assurance engagement independence is required from the responsible party, which is responsible for the subject matter information and may be responsible for the subject matter.

In those assertion-based assurance engagements where the responsible party is responsible for the subject matter information but not the subject matter, independence is required from the responsible party. In addition, consideration shouldan evaluation shall be given to made of any threats the firm has reason to believe may beare created by interests and relationships between a member of the assurance team, the firm, a network firm and the party responsible for the subject matter.

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Direct Reporting Assurance Engagements

In a direct reporting assurance engagement, the professional accountant in public practice either directly performs the evaluation or measurement of the subject matter, or obtains a representation from the responsible party that has performed the evaluation or measurement that is not available to the intended users. The subject matter information is provided to the intended users in the assurance report.

In a direct reporting assurance engagement independence is required from the responsible party, which is responsible for the subject matter.

Multiple Responsible Parties

In both assertion-based assurance engagements and direct reporting assurance engagements there may be several responsible parties. For example, a public accountant in public practice may be asked to provide assurance on the monthly circulation statistics of a number of independently owned newspapers. The assignment could be an assertion based assurance engagement where each newspaper measures its circulation and the statistics are presented in an assertion that is available to the intended users. Alternatively, the assignment could be a direct reporting assurance engagement, where there is no assertion and there may or may not be a written representation from the newspapers.

In such engagements, when determining whether it is necessary to apply the provisions in Section 290291 to each responsible party, the firm may take into account whether an interest or relationship between the firm, or a member of the assurance team, and a particular responsible party would create a threat to independence that is other than clearly insignificantnot trivial and inconsequential in the context of the subject matter information. This will take into account:

3.• The materiality of the subject matter information (or the subject matter) for which the particular responsible party is responsible; and

4.• The degree of public interest that is associated with the engagement.

If the firm determines that the threat to independence created by any such relationships with a particular responsible party would be clearly insignificanttrivial and inconsequential it may not be necessary to apply all of the provisions of this section to that responsible party.

Example

The following example has been developed to demonstrate the application of Section 290291. It is assumed that the client is not also a financial statement audit client of the firm, or a network firm.

A firm is engaged to provide assurance on the total proven oil reserves of 10 independent companies. Each company has conducted geographical and engineering surveys to determine their reserves (subject matter). There are established criteria to determine when a reserve may be considered to be proven which the professional accountant in public practice determines to be suitable criteria for the engagement.

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The proven reserves for each company as at December 31, 20X0 were as follows:

Proven oil reserves thousands of barrels

Company 1 5,200

Company 2 725

Company 3 3,260

Company 4 15,000

Company 5 6,700

Company 6 39,126

Company 7 345

Company 8 175

Company 9 24,135

Company 10 9,635

Total 104,301

The engagement could be structured in differing ways:

Assertion-Based Engagements

A1 Each company measures its reserves and provides an assertion to the firm and to intended users.

A2 An entity other than the companies measures the reserves and provides an assertion to the firm and to intended users.

Direct Reporting Engagements

D1 Each company measures the reserves and provides the firm with a written representation that measures its reserves against the established criteria for measuring proven reserves. The representation is not available to the intended users.

D2 The firm directly measures the reserves of some of the companies.

Application of Approach

A1 Each company measures its reserves and provides an assertion to the firm and to intended users.

There are several responsible parties in this engagement (companies 1-10). When determining whether it is necessary to apply the independence provisions to all of the companies, the firm may

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take into account whether an interest or relationship with a particular company would create a threat to independence that is other than clearly insignificantnot at an acceptable level. This will take into account factors such as:

• The materiality of the company’s proven reserves in relation to the total reserves to be reported on; and

• The degree of public interest associated with the engagement. (Paragraph 290.20291.28.)

For example Company 8 accounts for 0.16% of the total reserves, therefore a business relationship or interest with Company 8 would create less of a threat than a similar relationship with Company 6, which accounts for approximately 37.5% of the reserves.

Having determined those companies to which the independence requirements apply, the assurance team and the firm are required to be independent of those responsible parties which that would be considered to be the assurance client (paragraph 290.20291.28).

A2 An entity other than the companies measures the reserves and provides an assertion to the firm and to intended users.

The firm would be required toshall be independent of the entity that measures the reserves and provides an assertion to the firm and to intended users (paragraph 290.17291.19). That entity is not responsible for the subject matter and so consideration should be given to an evaluation shall be made of any threats the firm has reason to believe may be are created by interests/relationships with the party responsible for the subject matter (paragraph 290.17291.19). There are several parties responsible for the subject matter in this engagement (Companies 1-10)). As discussed in example A1 above, the firm may take into account whether an interest or relationship with a particular company would create a threat to independence that is other than clearly insignificantnot at an acceptable level.

D1 Each company provides the firm with a representation that measures its reserves against the established criteria for measuring proven reserves. The representation is not available to the intended users.

There are several responsible parties in this engagement (Companies 1-10). When determining whether it is necessary to apply the independence provisions to all of the companies, the firm may take into account whether an interest or relationship with a particular company would create a threat to independence that is other than clearly insignificantnot at an acceptable level. This will take into account factors such as:

• The materiality of the company’s proven reserves in relation to the total reserves to be reported on; and

• The degree of public interest associated with the engagement. (paragraph 290.20Paragraph 291.28).

For example, Company 8 accounts for 0.16% of the reserves, therefore a business relationship or interest with Company 8 would create less of a threat than a similar relationship with Company 6 that accounts for approximately 37.5% of the reserves.

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Having determined those companies to which the independence requirements apply, the assurance team and the firm are required toshall be independent of those responsible parties whichthat would be considered to be the assurance client (paragraph 290.20291.28).

D2 The firm directly measures the reserves of some of the companies.

The application is the same as in example D1.

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PART C—PROFESSIONAL ACCOUNTANTS IN BUSINESS

Page

Section 300 Introduction ........................................................................................................... 249

Section 310 Potential Conflicts ................................................................................................. 253

Section 320 Preparation and Reporting of Information ............................................................ 255

Section 330 Acting with Sufficient Expertise .......................................................................... 257

Section 340 Financial Interests ................................................................................................. 258

Section 350 Inducements ......................................................................................................... 260

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SECTION 300

Introduction

300.1 This Part of the Code illustratesdescribes how the conceptual framework contained in Part A is to be applied by professional accountants in business.

300.2 Investors, creditors, employers and other sectors of the business community, as well as governments and the public at large, all may rely on the work of professional accountants in business. Professional accountants in business may be solely or jointly responsible for the preparation and reporting of financial and other information, which both their employing organizations and third parties may rely on. They may also be responsible for providing effective financial management and competent advice on a variety of business-related matters.

300.3 A professional accountant in business may be a salaried employee, a partner, director (whether executive or non-executive), an owner manager, a volunteer or another working for one or more employing organization. The legal form of the relationship with the employing organization, if any, has no bearing on the ethical responsibilities incumbent on the professional accountant in business.

300.4 A professional accountant in business has a responsibility to further the legitimate aims of theirthe accountant’s employing organization. This Code does not seek to hinder a professional accountant in business from properly fulfilling that responsibility, but considersaddresses circumstances in which conflictscompliance with the fundamental principles may be created with the absolute duty to comply with the fundamental principles. compromised.

300.5 A professional accountant in business often holdsmay hold a senior position within an organization. The more senior the position, the greater will be the ability and opportunity to influence events, practices and attitudes. A professional accountant in business is expected, therefore, to encourage an ethics-based culture in an employing organization that emphasizes the importance that senior management places on ethical behavior.

300.6 The examples presented in the following sections are intended to illustrate how the conceptual framework is to be applied and areThis Part does not intended to be, nor should they be interpreted as, an exhaustive list of describe all circumstances experiencedand relationships that could be encountered by a professional accountant in business that create or may create threats to compliance with the fundamental principles. Consequently, itTherefore, when the professional accountant in business encounters a circumstance or relationship that is not sufficient for a professional accountantexplicitly addressed in business merely to comply with the examples; rather,this Part, the professional accountant in business shall apply the conceptual framework approach described in Section 100 when evaluating the framework should be applied to the particularspecific facts. The professional accountant in business is encouraged to be alert for such circumstances facedand relationships.

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300.7 A professional accountant in business shall not knowingly engage in any business, occupation, or activity that impairs or might impair integrity, objectivity or the good reputation of the profession and as a result would be incompatible with the fundamental principles.

300.8 Compliance with the fundamental principles may potentially be threatened by a broad range of circumstances. Many threats and relationships. Threats may fall into the following categories:

(a) Self-interest;

(b) Self-review;

(c) Advocacy;

(d) Familiarity; and

(e) Intimidation.

These threats are discussed further in Part A of this Code.

300.9 Examples of circumstances that may create self-interest threats for a professional accountant in business include, but are not limited to:

•• Financial interests, loansHolding a financial interest in, or guaranteesreceiving a loan or guarantee from the employing organization.

•• IncentiveParticipating in incentive compensation arrangements offered by the employing organization.

•• Inappropriate personal use of corporate assets.

•• Concern over employment security.

•• Commercial pressure from outside the employing organization.

300.10 Circumstances An example of a circumstance that may create creates a self-review threats include, but are not limited to,threat is determining the appropriate accounting treatment for a business decisions or data being subject to review and justification by the same professional accountant in business responsible for making those decisions or preparingcombination after performing the feasibility study that datasupported the acquisition decision.

300.11 When furthering the legitimate goals and objectives of their employing organizations, professional accountants in business may promote the organization’s position, provided any statements made are neither false nor misleading. Such actions generally would not create an advocacy threat.

300.12 Examples of circumstances that may create familiarity threats include, but are not limited to:

• A professional accountant in business in a position to influencebeing responsible for the employing organization’s financial or non-financial reporting or business decisions havingwhen an immediate or close family member who is in a position

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to benefit from employed by the entity makes decisions that influenceaffect the entity’s financial reporting.

• Long association with business contacts influencing business decisions.

• Acceptance ofA professional accountant accepting a gift or preferential treatment, unless the value is clearly insignificanttrivial and inconsequential.

300.13 Examples of circumstances that may create intimidation threats include, but are not limited to:

• Threat of dismissal or replacement of the professional accountant in business or a close or immediate family member over a disagreement about the application of an accounting principle or the way in which financial information is to be reported.

• A dominant personality attempting to influence the decision making process, for example with regard to the awarding of contracts or the application of an accounting principle.

300.13 Professional accountants in business may also find that specific circumstances give rise to unique threats to compliance with one or more of the fundamental principles. Such unique threats obviously cannot be categorized. In all professional and business relationships, professional accountants in business should always be on the alert for such circumstances and threats.

300.14 Safeguards that may eliminate or reduce threats to an acceptable level the threats faced by professional accountants in business fall into two broad categories:

(a) Safeguards created by the profession, legislation or regulation; and

(b) Safeguards in the work environment.

300.15 Examples of safeguards created by the profession, legislation or regulation are detailed in paragraph 100.1215 of Part A of this Code.

300.15 Safeguards in the work environment include, but are not restricted to:

• The employing organization’s systems of corporate oversight or other oversight structures.

• The employing organization’s ethics and conduct programs.

• Recruitment procedures in the employing organization emphasizing the importance of employing high caliber competent staff.

• Strong internal controls.

• Appropriate disciplinary processes.

• Leadership that stresses the importance of ethical behavior and the expectation that employees will act in an ethical manner.

• Policies and procedures to implement and monitor the quality of employee performance.

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• Timely communication of the employing organization’s policies and procedures, including any changes to them, to all employees and appropriate training and education on such policies and procedures.

• Policies and procedures to empower and encourage employees to communicate to senior levels within the employing organization any ethical issues that concern them without fear of retribution.

• Consultation with another appropriate professional accountant.

300.17 In circumstances where a professional accountant in business believes that unethical behavior or actions by others will continue to occur within the employing organization, the professional accountant in business shouldshall consider seekingobtaining legal advice. In those extreme situations where all available safeguards have been exhausted and it is not possible to reduce the threat to an acceptable level, a professional accountant in business may conclude that it is appropriate to resign from the employing organization.

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SECTION 310

Potential Conflicts

310.1 A professional accountant in business has a professional obligation toshall comply with the fundamental principles. There may be times, however, when theira professional accountant’s responsibilities to an employing organization and the professional obligations to comply with the fundamental principles are in conflict. Ordinarily, aA professional accountant in business should is expected to support the legitimate and ethical objectives established by the employer and the rules and procedures drawn up in support of those objectives. Nevertheless, where a relationship or circumstance creates a threat to compliance with the fundamental principles is threatened, a professional accountant in business must considershall determine a response to the circumstancesthreat.

310.2 As a consequence of responsibilities to an employing organization, a professional accountant in business may be under pressure to act or behave in ways that could directly or indirectly threatencreate threats to compliance with the fundamental principles. Such pressure may be explicit or implicit; it may come from a supervisor, manager, director or another individual within the employing organization. A professional accountant in business may face pressure to:

• Act contrary to law or regulation.

• Act contrary to technical or professional standards.

• Facilitate unethical or illegal earnings management strategies.

• Lie to others, or otherwise intentionally mislead (including misleading by remaining silent) others, in particular:

o The auditors of the employing organization; or

o Regulators.

• Issue, or otherwise be associated with, a financial or non-financial report that materially misrepresents the facts, including statements in connection with, for example:

o The financial statements;

o Tax compliance;

o Legal compliance; or

o Reports required by securities regulators.

310.3 The significance of any threats arising from such pressures, such as intimidation threats, shouldshall be evaluated and, if they are other than clearly insignificant, safeguards should be considered and applied as, when necessary, to eliminate them or reduce them to an acceptable level. SuchExamples of such safeguards may include:

• Obtaining advice, where appropriate, from within the employing organization, an independent professional advisor or a relevant professional body.

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• The existence of Using a formal dispute resolution process within the employing organization.

• Seeking legal advice.

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SECTION 320

Preparation and Reporting of Information

320.1 Professional accountants in business are often involved in the preparation and reporting of information that may either be made public or used by others inside or outside the employing organization. Such information may include financial or management information, for example, forecasts and budgets, financial statements, management discussion and analysis, and the management letter of representation provided to the auditors as part of an during the audit of the entity’s financial statements. A professional accountant in business shouldshall prepare or present such information fairly, honestly and in accordance with relevant professional standards so that the information will be understood in its context.

320.2 A professional accountant in business who has responsibility for the preparation or approval of the general purpose financial statements of an employing organization shouldshall ensure that those financial statements are presented in accordance with the applicable financial reporting standards.

320.3 A professional accountant in business shouldshall maintain information for which the professional accountant in business is responsible in a manner that:

(d)(a) Describes clearly the true nature of business transactions, assets, or liabilities;

(e)(b) Classifies and records information in a timely and proper manner; and

(f)(c) Represents the facts accurately and completely in all material respects.

320.4 Threats to compliance with the fundamental principles, for example, self-interest or intimidation threats to objectivity or professional competence and due care, may be are created where a professional accountant in business may beis pressured (either externally or by the possibility of personal gain) to become associated with misleading information or to become associated with misleading information through the actions of others.

320.5 The significance of such threats will depend on factors such as the source of the pressure and the degree to which the information is, or may be, misleading. The significance of the threats shouldshall be evaluated and, if they are other than clearly insignificant, safeguards should be considered and applied aswhen necessary to eliminate them or reduce them to an acceptable level. Such safeguards may include consultation with superiors within the employing organization, for example, the audit committee or other body responsible for those charged with governance of the organization, or with a relevant professional body.

320.6 Where it is not possible to reduce the threat to an acceptable level, a professional accountant in business shouldshall refuse to be or remain associated with information they consider the professional accountant determines is or may be misleading. ShouldIf the professional accountant in business bebecomes aware that the issuance of misleading information is either significant or persistent, the professional accountant in business should consider informingshall determine whether to inform appropriate authorities in line with the guidance in Section 140. TheIn determining whether there is

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a requirement to report, the professional accountant in business may also wish to seekconsider obtaining legal advice or. In addition, the professional accountant may consider whether to resign.

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SECTION 330

Acting with Sufficient Expertise

330.1 The fundamental principle of professional competence and due care requires that a professional accountant in business should only undertake significant tasks for which the professional accountant in business has, or can obtain, sufficient specific training or experience. A professional accountant in business shouldshall not intentionally mislead an employer as to the level of expertise or experience possessed, nor shouldshall a professional accountant in business fail to seek appropriate expert advice and assistance when required.

330.2 Circumstances that threaten the ability ofcreate a threat to a professional accountant in business to performperforming duties with the appropriate degree of professional competence and due care include having:

• Insufficient time for properly performing or completing the relevant duties.

• Incomplete, restricted or otherwise inadequate information for performing the duties properly.

• Insufficient experience, training and/or education.

• Inadequate resources for the proper performance of the duties.

330.3 The significance of such threatsthe threat will depend on factors such as the extent to which the professional accountant in business is working with others, relative seniority in the business, and the level of supervision and review applied to the work. The significance of the threats shouldthreat shall be evaluated and, if they are other than clearly insignificant, safeguards should be considered and applied aswhen necessary, to eliminate themthe threat or reduce themit to an acceptable level. Safeguards that may be consideredExamples of such safeguards include:

• Obtaining additional advice or training.

• Ensuring that there is adequate time available for performing the relevant duties.

• Obtaining assistance from someone with the necessary expertise.

• Consulting, where appropriate, with:

o Superiors within the employing organization;

o Independent experts; or

o A relevant professional body.

330.5 WhereWhen threats cannot be eliminated or reduced to an acceptable level, professional accountants in business should considershall determine whether to refuse to perform the duties in question. If the professional accountant in business determines that refusal is appropriate, the reasons for doing so shouldshall be clearly communicated.

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SECTION 340

Financial Interests

340.1 Professional accountants in business may have financial interests, or may know of financial interests of immediate or close family members, that could, in certain circumstances, give rise to may create threats to compliance with the fundamental principles. For example, self-interest threats to objectivity or confidentiality may be created through the existence of the motive and opportunity to manipulate price sensitive information in order to gain financially. Examples of circumstances that may create self-interest threats include, but are not limited to situations where the professional accountant in business or an immediate or close family member:

• Holds a direct or indirect financial interest in the employing organization and the value of that financial interest could be directly affected by decisions made by the professional accountant in business;

• Is eligible for a profit related bonus and the value of that bonus could be directly affected by decisions made by the professional accountant in business;

• Holds, directly or indirectly, share options in the employing organization, the value of which could be directly affected by decisions made by the professional accountant in business;

• Holds, directly or indirectly, share options in the employing organization which are, or will soon be, eligible for conversion; or

• May qualify for share options in the employing organization or performance related bonuses if certain targets are achieved.

340.2 The significance of any threat shall be evaluated and safeguards applied, when necessary, to eliminate the threat or reduce it to an acceptable level. In evaluating the significance of such aany threat, and, when necessary, determining the appropriate safeguards to be applied to eliminate the threat or reduce it to an acceptable level, a professional accountants in business must examineshall evaluate the nature of the financial interest. This includes an evaluation ofevaluating the significance of the financial interest and determining whether it is direct or indirect. Clearly, whatWhat constitutes a significant or valuable stake in an organization will vary from individual to individual, depending on personal circumstances.

340.3 If threats are other than clearly insignificant, safeguards should be considered and applied as necessary to eliminate or reduce them to an acceptable level. Such Examples of such safeguards may include:

• Policies and procedures for a committee independent of management to determine the level ofor form of remuneration of senior management.

• Disclosure of all relevant interests, and of any plans to trade in relevant shares to those charged with the governance of the employing organization, in accordance with any internal policies.

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• Consultation, where appropriate, with superiors within the employing organization.

• Consultation, where appropriate, with those charged with the governance of the employing organization or relevant professional bodies.

• Internal and external audit procedures.

• Up-to-date education on ethical issues and on the legal restrictions and other regulations around potential insider trading.

340.3 A professional accountant in business shouldshall neither manipulate information nor use confidential information for personal gain.

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SECTION 350

Inducements

Receiving Offers

350.1 A professional accountant in business or an immediate or close family member may be offered an inducement. Inducements may take various forms, including gifts, hospitality, preferential treatment, and inappropriate appeals to friendship or loyalty.

350.2 Offers of inducements may create threats to compliance with the fundamental principles. When a professional accountant in business or an immediate or close family member is offered an inducement, the situation shouldshall be carefully consideredevaluated. Self-interest threats to objectivity or confidentiality are created wherewhen an inducement is made in an attempt to unduly influence actions or decisions, encourage illegal or dishonest behavior, or obtain confidential information. Intimidation threats to objectivity or confidentiality are created if such an inducement is accepted and it is followed by threats to make that offer public and damage the reputation of either the professional accountant in business or an immediate or close family member.

350.3 The existence and significance of suchany threats will depend on the nature, value and intent behind the offer. If a reasonable and informed third party, having knowledge ofweighing all relevant informationthe specific facts and circumstances, would consider the inducement insignificant and not intended to encourage unethical behavior, then a professional accountant in business may conclude that the offer is made in the normal course of business and may generally conclude that there is no significant threat to compliance with the fundamental principles.

350.4 If evaluatedThe significance of any threats are other than clearly insignificant,shall be evaluated and safeguards should be considered and applied as, when necessary, to eliminate them or reduce them to an acceptable level. When the threats cannot be eliminated or reduced to an acceptable level through the application of safeguards, a professional accountant in business shouldshall not accept the inducement. As the real or apparent threats to compliance with the fundamental principles do not merely arise from acceptance of an inducement but, sometimes, merely from the fact of the offer having been made, additional safeguards shouldshall be adopted. A professional accountant in business should assess the risk associated with all shall evaluate any threats created by such offers and considerdetermine whether to take the following actions should be taken:

(a) Where such offers have been made, immediately informInforming higher levels of management or those charged with governance of the employing organization immediately when such offers have been made;

(b) InformInforming third parties of the offer – for example, a professional body or the employer of the individual who made the offer; a professional accountant in business shouldshall however, consider seekingwhether to seek legal advice before taking such a step; and

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(c) AdviseAdvising immediate or close family members of relevant threats and safeguards where they are potentially in positions that might result in offers of inducements, for example, as a result of their employment situation; and

(d) InformInforming higher levels of management or those charged with governance of the employing organization where immediate or close family members are employed by competitors or potential suppliers of that organization.

Making Offers

350.5 A professional accountant in business may be in a situation where the professional accountant in business is expected to, or is under other pressure, to, offer inducements to subordinate influence the judgment of another or decision-making process of an individual or organization influence a decision-making process, or obtain confidential information.

350.6 Such pressure may come from within the employing organization, for example, from a colleague or superior. It may also come from an external individual or organization suggesting actions or business decisions that would be advantageous to the employing organization, possibly influencing the professional accountant in business improperly.

350.7 A professional accountant in business shouldshall not offer an inducement to improperly influence professional judgment of a third party.

350.8 Where the pressure to offer an unethical inducement comes from within the employing organization, the professional accountant shouldshall follow the principles and guidance regarding ethical conflict resolution set out in Part A of this Code.

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DEFINITIONS

In this Code of Ethics for Professional Accountants the following expressions have the following meanings assigned to them:

Acceptable level

A level at which a reasonable and informed third party would be likely to conclude, weighing all the specific facts and circumstances available to the professional accountant at that time, that compliance with the fundamental principles is not compromised.

Advertising The communication to the public of information as to the services or skills provided by professional accountants in public practice with a view to procuring professional business.

Assurance client

The responsible party that is the person (or persons) who:

(d)(a) In a direct reporting engagement, is responsible for the subject matter; or

(e)(b) In an assertion-based engagement, is responsible for the subject matter information and may be responsible for the subject matter.

Assurance engagement

An engagement in which a professional accountant in public practice expresses a conclusion designed to enhance the degree of confidence of the intended users other than the responsible party about the outcome of the evaluation or measurement of a subject matter against criteria.

(For guidance on assurance engagements see the International Framework for Assurance Engagements issued by the International Auditing and Assurance Standards Board which describes the elements and objectives of an assurance engagement and identifies engagements to which International Standards on Auditing (ISAs), International Standards on Review Engagements (ISREs) and International Standards on Assurance Engagements (ISAEs) apply.)

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Assurance team (a) All members of the engagement team for the assurance engagement;

(b) All others within a firm who can directly influence the outcome of the assurance engagement, including:

(i) Thosethose who recommend the compensation of, or who provide direct supervisory, management or other oversight of the assurance engagement partner in connection with the performance of the assurance engagement;

(ii) Thosethose who provide consultation regarding technical or industry specific issues, transactions or events for the assurance engagement; and

(iii) Thosethose who provide quality control for the assurance engagement, including those who perform the engagement quality control review for the assurance engagement.

Audit client An entity in respect of which a firm conducts an audit engagement. When the client is a listed entity, audit client includes will always include its related entities. When the audit client is not a listed entity, audit client will always include includes those related entities over which the client has direct or indirect control.

Audit engagement

A reasonable assurance engagement in which a professional accountant in public practice expresses an opinion whether financial statements are prepared, in all material respects (or give a true and fair view or are presented fairly, in all material respects,), in accordance with an applicable financial reporting framework, such as an engagement conducted in accordance with International Standards on Auditing. This includes a Statutory Audit, which is an audit required by legislation or other regulation.

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Audit team (a) All members of the engagement team for the audit engagement;

(b) All others within a firm who can directly influence the outcome of the audit engagement, including:

(i) Those who recommend the compensation of, or who provide direct supervisory, management or other oversight of the engagement partner in connection with the performance of the audit engagement including those at all successively senior levels above the engagement partner through to the individual who is the firm’s Senior or Managing Partner (Chief Executive or equivalent);

(ii) Those who provide consultation regarding technical or industry -specific issues, transactions or events for the audit engagement; and

(iii) Those who provide quality control for the audit engagement, including those who perform the engagement quality control review for the audit engagement; and

(c) All those within a network firm who can directly influence the outcome of the audit engagement.

Clearly insignificant

A matter that is deemed to be both trivial and inconsequential.

Close family A parent, child or sibling who is not an immediate family member.

Contingent fee A fee calculated on a predetermined basis relating to the outcome of a transaction or the result of the services performed by the firm. A fee that is established by a court or other public authority is not a contingent fee.

Direct financial interest

A financial interest:

• Owned directly by and under the control of an individual or entity (including those managed on a discretionary basis by others); or

• Beneficially owned through a collective investment vehicle, estate, trust or other intermediary over which the individual or entity has control, or the ability to influence investment decisions.

Director or officer

Those charged with the governance of an entity, or acting in an equivalent capacity, regardless of their title, which may vary from countryjurisdiction to country.jurisdiction.

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Engagement partner

The partner or other person in the firm who is responsible for the engagement and its performance, and for the report that is issued on behalf of the firm, and who, where required, has the appropriate authority from a professional, legal or regulatory body.

Engagement quality control review

A process designed to provide an objective evaluation, before the report is issued, of the significant judgments the engagement team made and the conclusions they reached in formulating the report.

Engagement team

All partners and staff performing the engagement, and any individuals engaged by the firm or a network firm who perform assurance procedures on the engagement. This excludes external experts engaged by the firm or a network firm.

Existing accountant

A professional accountant in public practice currently holding an audit appointment or carrying out accounting, taxation, consulting or similar professional services for a client.

External expert14

A person or organization possessing specialized skills, knowledge and experience in a field other than accounting or auditing who is engaged, not employed, by the firm, or a network firm, to assist the professional accountant to obtain sufficient appropriate evidence.

Financial interest

An interest in an equity or other security, debenture, loan or other debt instrument of an entity, including rights and obligations to acquire such an interest and derivatives directly related to such interest.

Financial statements

A structured representation of historical financial information, which ordinarily includes explanatory notes, intended to communicate an entity’s economic resources or obligations at a point in time or the changes therein for a period of time in accordance with a financial reporting framework. The term can relate to a complete set of financial statements, but it can also refer to a single financial statement, for example, a balance sheet, or a statement of revenues and expenses, and related explanatory notes.

14 This definition is consistent with the principle in the definition contained in the exposure draft ISA 620 Using

the Work of an Auditor’s Expert issued by the International Auditing and Assurance Standards Board in October 2007. The definition will be conformed to the final ISA.

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Financial statements on which the firm will express an opinion

In the case of a single entity, the financial statements of that entity. In the case of consolidated financial statements, also referred to as group financial statements, the consolidated financial statements.

Firm (f)(a) A sole practitioner, partnership or corporation of professional accountants;

(g)(b) An entity that controls such parties, through ownership, management or other means; and

(h)(c) An entity controlled by such parties, through ownership, management or other means.

Historical financial information

Information expressed in financial terms in relation to a particular entity, derived primarily from that entity’s accounting system, about economic events occurring in past time periods or about economic conditions or circumstances at points in time in the past.

Immediate family

A spouse (or equivalent) or dependent.

Independence Independence is:

(a) Independence of mind – the state of mind that permits the expression of a conclusion without being affected by influences that compromise professional judgment, thereby allowing an individual to act with integrity, and exercise objectivity and professional skepticism.

(b) Independence in appearance – the avoidance of facts and circumstances that are so significant that a reasonable and informed third party would be likely to conclude, weighing all the specific facts and circumstances, that a firm’s, or a member of the audit team’s, integrity, objectivity or professional skepticism has been compromised.

Indirect financial interest

A financial interest beneficially owned through a collective investment vehicle, estate, trust or other intermediary over which the individual or entity has no control or ability to influence investment decisions.

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Key audit partner

The engagement partner, the individual responsible for the engagement quality control review, and other audit partners, if any, on the engagement team who make key decisions or judgments on significant matters with respect to the audit of the financial statements on which the firm will express an opinion. Depending upon the circumstances and the role of the individuals on the audit, “other audit partners” may include, for example, audit partners responsible for significant subsidiaries or divisions.

Listed entity An entity whose shares, stock or debt are quoted or listed on a recognized stock exchange, or are marketed under the regulations of a recognized stock exchange or other equivalent body.

Network A larger structure:

(a) That is aimed at co-operation; and

(b) That is clearly aimed at profit or cost sharing or shares common ownership, control or management, common quality control policies and procedures, common business strategy, the use of a common brand-name, or a significant part of professional resources.

Network firm A firm or entity that belongs to a network.

Office A distinct sub-group, whether organized on geographical or practice lines.

Professional accountant

An individual who is a member of an IFAC member body.

Professional accountant in business

A professional accountant employed or engaged in an executive or non-executive capacity in such areas as commerce, industry, service, the public sector, education, the not- for- profit sector, regulatory bodies or professional bodies, or a professional accountant contracted by such entities.

Professional accountant

in public practice

A professional accountant, irrespective of functional classification (e.g., audit, tax or consulting), in a firm that provides professional services. This term is also used to refer to a firm of professional accountants in public practice.

Professional services

Services requiring accountancy or related skills performed by a professional accountant including accounting, auditing, taxation, management consulting and financial management services.

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Public Interest EntityPublic interest entity

(a) A listed entity; and

(b) An entity (a) defined by regulation or legislation as a public interest entity or (b) for which the audit is required by regulation or legislation to be conducted in compliance with the same independence requirements that apply to the audit of listed entities. Such regulation may be promulgated by any relevant regulator, including an audit regulator.

Related entity An entity that has any of the following relationships with the client:

(a) An entity that has direct or indirect control over the client if the client is material to such entity;

(b) An entity with a direct financial interest in the client if that such entity has significant influence over the client and the interest in the client is material to such entity;

(c) An entity over which the client has direct or indirect control;

(d) An entity in which the client, or an entity related to the client under (c) above, has a direct financial interest that gives it significant influence over such entity and the interest is material to the client and its related entity in (c); and

(e) An entity which is under common control with the client (a “sister entity”) if the sister entity and the client are both material to the entity that controls both the client and sister entity.

Review client An entity in respect of which a firm conducts a review engagement.

Review engagement

An assurance engagement, conducted in accordance with International Standards on Review Engagements or equivalent, in which a professional accountant in public practice expresses a conclusion on whether, on the basis of the procedures which do not provide all the evidence that would be required in an audit, anything has come to the accountant’s attention that causes the accountant to believe that the financial statements are not prepared in all material respects, in accordance with an applicable financial reporting framework.

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Review team (a) All members of the engagement team for the review engagement; and

(b) All others within a firm who can directly influence the outcome of the review engagement, including:

(i) Those who recommend the compensation of, or who provide direct supervisory, management or other oversight of, the engagement partner in connection with the performance of the review engagement including those at all successively senior levels above the engagement partner through to the individual who is the firm’s Senior or Managing Partner (Chief Executive or equivalent);

(ii) Those who provide consultation regarding technical or industry specific issues, transactions or events for the engagement; and

(iii) Those who provide quality control for the engagement, including those who perform the engagement quality control review for the engagement; and

(c) All those within a network firm who can directly influence the outcome of the review engagement.

Special purpose financial statements

Financial statements prepared in accordance with a financial reporting framework designed to meet the financial information needs of specified users.

Those charged with governance

The persons with responsibility for overseeing the strategic direction of the entity and obligations related to the accountability of the entity. This includes overseeing the financial reporting process.

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EFFECTIVE DATE

To be determined.

International Federation of Accountants 545 Fifth Avenue, 14th Floor, New York, NY 10017 USA Tel +1 (212) 286-9344 Fax +1 (212) 286-9570 www.ifac.org